Gossip Girl Presents Phantom of the Opera
by BimboBoop
Summary: Post 1x09, the school is staging Phantom and C, N and B have the leading roles. Chuck and Blair are discovering that they have chemistry onstage and off. Meanwhile Nate's hoping to use his love scenes to woo B back. Who will this love triangle burn?
1. Overture

_Basically a different look at how the Chuck-Blair-Nate love triangle could have developed post 1x09. Blair is enjoying the carefree nature of her affair with Chuck. Chuck is content to keep their relationship a secret because of Nate, but recognises that his own feelings for Blair are becoming stronger. Nate is once again interested in Blair, oblivious to the attraction between her and his best friend. What will happen when they take on the three lead roles in the school's production of "Phantom of the Opera"? Will Chuck and Blair be able to keep their feelings masked? Will Nate be able to use his role to woo back Blair? Or will this explosive situation be driven past the point of no return?_

The students of Constance-Billiard and St Judes lounged idly around their joint auditorium, waiting for the arrival of the hotshot director that had been hired to oversee their musical production, which that year would be Phantom of the Opera. The auditions had run smoothly, if the temper tantrums, hysterical breakdowns, crying fits, outrageous threats, verbal abuse, plotting and alleged blackmail were disregarded. The cast lists had been posted earlier that afternoon and unsurprisingly the stars of the school had also managed to swag the starring roles.

Blair Waldorf was to play the beautiful heroine, Christine Daae, an opera singer in nineteenth-century Paris whose theatrical success was enabled by the machinations of a mysterious, masked phantom haunting the opera house and terrorizing its inhabitants. Blair's delicate features, silky brunette tresses and bright, clear singing voice had made her an obvious candidate for the role. Her threats to inform the director's boyfriend of the affair he was having with a well-known costume designer, and friend of her mother's, had really had very little to do with securing her the part.

Blair's best friend Serena was also to play her best friend on stage, taking the part of the ballet dancer Meg Giry. Serena thought that, given recent events with Chuck and Blair, she would be able to relate well to Meg's concern over Christine's strange relationship with the seductive yet diabolically dangerous Phantom. The prospect of seeing Serena Van Der Woodsen prancing around in the revealing costumes of a dancing girl had also meant that there had been a surfeit of volunteers from St Judes offering to help with set design, costuming, lighting and general production values.

Nathaniel Archibald had auditioned when he saw that both Blair and Serena's names were on the sign-up sheets. He missed seeing both girls, although he thought it was Blair he'd really like to resume his relationship with. She'd been looking different lately, more beautiful and relaxed than he'd seen her in a long time. Maybe being in the musical together would rekindle their spark. Besides, extensive rehearsals and generous amounts of time spent studying the script could only prove a welcome distraction from the dramas of his home life at the moment. Nate had won the role of Raoul, a vicomte and Christine's childhood sweetheart, who he meets again when he invests in the opera house where she has become a singer. Nate was looking forward to playing the dashing Raoul, destined to rescue his love from the jealous and possessive clutches of the Phantom.

Surprising everyone was the choice of Chuck Bass as the Phantom. Not because they couldn't imagine the devious, dark-eyed playboy portraying the equally dark and devious character, but because Chuck Bass had never once participated in an extracurricular activity during his fourteen years of schooling. Even when events that were supposedly mandatory, Chuck would normally produce a very convincing doctor's letter that conveniently exempted him from participation. According to Chuck, this was because he had more important 'extracurricular' activities outside of school to pursue. It had therefore surprised everyone when his name appeared on the cast list. No one had even seen him at the auditions. (That was how the rumours of alleged blackmail had started.) When Nate asked him why he signed on for the performance, Chuck had told him that Bart had demanded he participate in at least one school activity that year. In actual fact, Chuck had made the decision to land the lead role as soon as Blair Waldorf told him _their_ activities would soon be cut severely short due to the time she would have to devote to the play once she won the starring role.

Chuck stole a look at Blair as they waited for the director to arrive. She was sitting next to Serena on the opposite side of the hall from him and Nate, studiously studying the script, brow furrowed in concentration, red lips pouted. He smiled, revelling in the sight of her in full little-miss-perfect-mode. It was one of his favourite looks on her.

Blair Waldorf had many looks and Chuck Bass knew them all. Chuck had a mania for watching Blair Waldorf. Even before they started their affair, back when she was with Nate, Chuck would watch her from a distance at parties, at school. Back then she looked a lot less happy than she did now, due largely to the dramas surrounding Nate, Serena and her parents, but Chuck had nevertheless always considered her devastatingly beautiful. But after watching her drop out of her clothes on stage at Victrola, looking happier, freer and more alive than Chuck had ever seen her, his fixation had increased to the point he was hardly able to keep his eyes off of her. Chuck knew he needed to learn to control the urge to stare at her. People would begin to notice, would suspect his secret. Chuck didn't even want Blair to detect his fascination with her, to realise the effect she had on him. But looking away was proving impossible. She was just so unbelievably gorgeous.

"She is gorgeous," Nate said beside him, causing Chuck to break out of his daydream and turn his attention to his best friend.

"Uh...what?" Chuck spluttered, wary of the possibility his mind had been read. Were his expressions really becoming that obvious? Normally he worked hard to maintain a mask of cold indifference upon his face.

"Blair, man," Nate sighed. "I think I made a mistake letting her go. I mean look at her," Nate said, while Chuck pondered what his best friend would do if he knew just how much he'd been looking at Blair these past months, and the parts of her he'd had a chance to look at.

"She's incredible. I think she looks even better now than when we were together. Lately, I don't know, she seems happier, lighter. What do you think?" Nate finished, hoping his best friend would be able to offer some helpful advice about winning her back.

Chuck risked another look at Blair. He caught her eye, which twinkled as it met his. "She does have a certain glow about her these days, doesn't she?" Chuck mused, knowing Nate would be oblivious to the smug note in his voice. It hadn't seemed to occur to Nate to question why Blair was happier, or to connect this change of mood to their break-up. Chuck was normally the one who had to help Nate understand the psychological workings of his fellow beings. Chuck thought that Nate might not find the rosy tint in Blair's cheeks nearly so appealing if he knew that it had been put there by an assignation with Chuck not twenty minutes before, or if he had happened to walk in on his ex-girlfriend with his best-friend's head buried underneath her skirt.

"Yeah, she does, but I meant what do you think about our getting back together?" Nate clarified.

Chuck turned his attention back to his friend worriedly, trying to think of the best way to dispel any notion of an attempted reunion with Blair. He knew that Blair was enjoying their secret rendezvous (he was Chuck Bass after all), but he also knew that she had been in love with Nate since forever, had loved him so much she was willing to take him back even after finding out he cheated on her with Serena. Chuck was normally in favour of bad habits, but he did not approve of Blair Waldorf's penchant for forgiving Nathaniel Archibald. Best if she was never given the opportunity to do so.

"You don't want her back, Archibald," Chuck said confidently. "You're just not used to being single. Once you've gotten laid a couple of times you'll realise you're much better off."

Nate shook his head. "You don't get it man, you've never been in a relationship. You don't know what it's like to be able to rely on another person, to have her there to cheer you up, to know there's always someone on your side. And with Blair...I don't know, it's special," Nate concluded, his attention drifting back to stare at the object of his (admittedly fluctuating) affections.

Chuck's gaze had also returned to Blair during Nate's little speech. Nate's comments irked him, made him want to let Nate know that he knew exactly what it felt like to be in a relationship with Blair Waldorf, that he appreciated the benefits it offered far better than Nate ever had.

Except Chuck wasn't sure that what he had with Blair was a proper relationship. They didn't go on dates or hold hands or do things like regular couples. But on the other hand Chuck knew that what was going on between them was more than just sex. They teased and tormented each other, plotted and schemed together. He bought her jewellery, flowers and even the occasional dress. She smoothed out the crinkles in his clothes and adjusted his ties, and listened to him discuss business and Bart. He liked what they had. It was them. No definitions – just Chuck and Blair, Blair and Chuck. While most would assume Chuck simply didn't want a proper relationship, the truth was Chuck wasn't sure he'd be able to handle one. But he would like to have all the things Nate had just mentioned. Or maybe he could just see the appeal of having them with Blair.

But whatever he did have with Blair was fantastic Chuck decided, as Blair sent him a secretive smile from across the hall. They'd been sharing many secret, knowing smiles these past few weeks. Chuck loved that enigmatic curving of her lips. Had loved it when she'd only been his secret plotting partner, and used to bestow that grin on him in recognition of the fruition of their latest scheme, as if to say 'I know you love this as much as I do'. But now that smile said something different. It said 'I've seen you naked, and I liked it'. It made Chuck's stomach flutter.

"Oh wow, she's smiling at me," Nate said. "That's progress, she's barely looked at me in ages." Chuck scowled at his best friend's arrogant cluelessness. It was obvious Blair was smiling at _him_.

Unaware of his friend's displeasure, Nate nudged Chuck in the ribs, playfully chortling, "Maybe doing this play will give me a real shot at getting her back. You know, all those love scenes?"

Chuck gave a forced smile at Nate's attempt at humour. Inside however, he was cringing. Chuck planned to ensure that any romance that occurred between Nate and Blair remained strictly on stage. And he'd do whatever was necessary to ensure there was zero chemistry in their performance.

Meanwhile, Serena looked up to see her friend giving a small, secretive smile to someone across the room. Serena sighed. She had a feeling that smile meant trouble, especially if it was directed at who she thought it was.

"B, who are you smiling at?" Serena asked knowingly.

Blair looked up guiltily. "Nobody, S. I'm just smiling because I'm really excited to be in this play. And to have such a big part. Too bad none of the other female characters have that many lines."

Serena rolled her eyes. She knew Blair was overjoyed that the spotlight would be on her for once, rather than the best friend she felt that she was always having to compete with. But Serena refused to be perturbed by Blair's sly dig; she knew it was just an attempt to distract her from the issue at hand.

"The nobody you're referring to wouldn't have black eyes, no soul and be about to become my stepbrother, would he B?" Serena questioned wryly. "Because I thought it might have been the same nobody I saw you sneaking out of the costume closet with earlier." Serena raised her eyebrows at her best friend. This wasn't the first time she had caught them fooling around somewhere together. Every time she opened a door around the school lately she seemed to find Blair nestled in Chuck's lap, the two of them sucking on each other's mouths like it was their only source of oxygen. Serena didn't know how they planned to keep their 'relationship' a secret for much longer when they were being so indiscreet. And when the truth came out, someone, possibly everyone, was going to get hurt.

"We were running lines," Blair lied breezily.

"Uh huh. Why was Chuck's hair so messed up?"

Blair giggled. "Chuck gives a very impressive oral performance."

"Eeew, B, mental images that I do not need," Serena groaned in disgust. Blair really was picking up Chuck's predilection for sexual innuendos. While Serena couldn't help but like this new looseness in Blair, she was concerned about the other effects Chuck might be having on her best friend. So she pressed her further. "Are you sure you know what you're getting into with him, B? I mean, he is Chuck Bass. Who knows where that mouth has been?"

"Lately, it's been all over me," Blair quipped, her eyes half closing at the memory of Chuck sucking on her sex not twenty minutes before, bringing her to a shuddering orgasm all the more intense from knowing dozens of her classmates were milling outside. But Blair didn't really want to have a serious discussion about her...thing...with Chuck. It was just something easy, something she didn't have to think about. After being with Nate, she'd grown tired of having to think everything out – to analyse, scrutinise, in order to control. Blair didn't find herself worrying about the future with Chuck. She was too busy enjoying the present.

Serena scrunched up her nose again. But then she just laughed and shook her head, "Oh B, what has he done to you?"

Blair laughed too. "I don't know, S. He just makes me happy. I don't have to pretend with him. Everything with Nate was such a performance. Probably good practice for this show actually. Might be why I got the lead."

Serena smiled understandingly at her friend, before turning to Hazel and Penelope, who had arrived just in time to hear Blair's final words.

"Shame about the choices of male leads though," Penelope said bitchily. "_Tres_ awkward playing opposite Nate, and having to hear him pretend he's in love with you, again." She smiled at Blair with false sympathy, but stretched the last word out so that her implication, that she personally doubted that Nate had ever loved Blair, would be clear.

Blair responded with an equally phony smile. "That's just the way it goes I guess. But the director obviously thought Nate was more convincing proclaiming his love to me than to you, hence the reason he made you my understudy."

Penelope bristled at the reminder that the part she coveted had gone to Blair, just as Blair had managed to claim the boyfriend and the position Penelope had always desired. Yet again she had been reduced to acting as Blair's understudy on stage, as well as in life. But Penelope also had the role of Carlotta, Christine's rival soprano at the Paris opera house. She tried to make the most of this fact, responding, "Carlotta's one of the great comedic characters of the theatre. Her lines often steal the show."

"What, all ten of them?" Blair innocently enquired. Penelope pressed her lips together, unable to form a witty retort. Blair smirked in satisfaction. "Don't worry P, I'm sure you'll be hysterical. I mean wearing that expression alone is sure to have them rolling in the aisles."

As Penelope continued to grimace as though someone had announced her credit card had been declined, Hazel, who was in the chorus, attempted to fill the breach.

"Well, you're going to have your work cut out for you doing scenes with Chuck Bass. Honestly, since when can Chuck act?" Hazel said snarkily, sneering at Chuck, hoping to win approval by heaping derision on a common enemy.

But instead of joining her in opining the choice of Chuck as a male lead, Blair turned to glare at Hazel. "Just because Chuck can't manage to act like he's at all interested any time you open your mouth, does not rule out his thespian abilities, Hazel. Dramatist that I am, even I have trouble some times," Blair snapped.

Hazel stared at Blair open-mouthed, unable to think of a suitable response to this bitchy put-down. She and Penelope were only spared further humiliation by the arrival of the director, Spencer Fielding. They used this as a face-saving excuse to turn their attention away from Blair and onto Spencer, a greying, fifty-something theatrical enthusiast with an affable manner and a partiality to brightly-coloured neckties.

Only Serena continued to stare at Blair contemplatively. When she'd first discovered at Thanksgiving that Blair had actually had sex with Chuck Bass, her initial assumption was that it had been some form of revenge for her and Nate. However, the last couple of weeks had forced her to re-adjust her assessment, as it was apparent that, for whatever reason, Blair enjoyed the company of the smarmy womaniser. At first Serena had decided that, after such a long and intense relationship with Nate, Blair must be feeling the need for a bit of casual, no-strings-attached fun. She could hardly blame her, considering Blair's fling was still actually pretty tame compared to her own past partying antics. But now Blair was obviously jumping to Chuck's defence at the least provocation. It made Serena wonder if she'd been wrong again, and Blair actually felt more for Chuck than she was letting on.

Serena couldn't imagine it. Even though Chuck had always hung out with them, to Serena he had always just been someone that they had to tolerate for Nate's sake. She had always just assumed that Blair felt the same way, but the more she reflected on the past the more Serena realised that she may have been mistaken. While Blair had never tired of telling Chuck he was heinous and disgusting when he made lewd suggestive remarks, Serena now realised that she had always said it with a smile. When Chuck got too drunk to go home at the end of a night, Blair always grumbled about having to take care of him, but did it anyway, even refusing Nate and Serena's offers to help, claiming they just got in her way. And while Nate and Serena appreciated it when Chuck managed to extricate them from the troublesome situations they sometimes found themselves in, it was Blair who relished the opportunity to conspire with someone who was as talented at it as she was.

Serena could not believe that she'd never realised the special bond the two shared. The princess and the playboy, the virgin and the lech – seemingly dissimilar , yet on closer inspection, eerily alike. Because while Blair might appear to the rest of the world to be the angel to Chuck's devil, underneath Serena knew Blair had a devil inside her too. But did Chuck have an angel disguised beneath his devil? Could he have a good side that only Blair was able to see? Or would he just break her heart if Serena allowed her friend to get in too deep? Unsure of whether she could trust Chuck Bass with her best friend's happiness, Serena was worried about Blair. But her ruminations were forced to end as Spencer clapped his hands to attract everyone's attention. He smiled benignly at the group, who for the most part stared blankly back.

"Right, well welcome everyone to the first rehearsal of the St Judes and Constance Billiards production of Andrew Lloyd Webber's _Phantom of the Opera_, a masterpiece of modern musical theatre. I am honoured to be directing this year's performance, as your school has an eminent reputation in the arena of the fine arts, and is particularly well-known for its stellar dramatic productions," Spencer squinted through his glasses at them, as if he wished to inspect the students to see if he could discern whether they did indeed measure up to their school's reputation.

"We have some hard work, as well as lots of fun, ahead of us. But today's session will not be too onerous. All I want to do this afternoon is open up the musical's story to a group discussion. I can answer any questions you might have about the plot or your respective parts, and hopefully beginning with this dialogue will help you develop a better sense of their characterisation, and how you can best embody them on stage."

Many of the students looked relieved that they would not yet be expected to run lines or work on the dance choreography. Blair immediately raised her hand.

"Yes, Miss Waldorf, would you like to start off our discussion?" Spencer asked ruefully, hoping it wasn't obvious that he was slightly intimidated by the show's leading lady.

Blair smiled graciously. "Yes. I have a question about my character, and the story's conclusion. I simply don't understand why Christine chooses Raoul over the Phantom at the end of the show."

Spencer spluttered. "Well...because she loves Raoul," he tried to explain, unable to see why anyone would fail to understand this fact, or imagine a different conclusion possible.

Blair raised her eyebrows sceptically, as if she thought the director did not have the least idea what he was talking about but she was too polite to say so. She did however make a small sound of incredulity.

Nate, upset that his character, who he envisioned as quite the romantic hero, seemed to be being disparaged, rushed to the defence of play's resolution. "Yeah, Christine loves Raoul," Nate affirmed. "Because they're childhood sweethearts." With this he looked meaningfully at Blair, hoping that she would melt and agree that there was no love like that of childhood sweethearts.

Blair continued to look unconvinced. Chuck grinned cheerfully, happy that Blair seemed unimpressed by Nate's argument, and that she obviously preferred the Phantom.

"Maybe that's why their relationship seems so flat and juvenile," Chuck countered. "It certainly comes across as pretty tame and one-dimensional compared to the fire Christine has with the Phantom. It's obvious that they're the couple with all the passion."

"Exactly," Blair agreed, silently revelling in the way Chuck's eyes seemed to bore into hers and darken with desire as he said the word 'passion'. "Plus Raoul comes across as a bit of a fop, to be honest," she said, delicately shrugging her shoulders.

Nate appeared even more wounded. "But the vicomte's the good guy. Of course Christine's going to end up with him. How could she ever choose the Phantom, with all the bad things he does? He's evil."

Blair shook her head slowly, as if carefully thinking over Nate's words. "I don't think so. He's not evil; just misunderstood."

Spencer stared at Blair in exasperation. "But you can't deny the horrible things the Phantom does. He blackmails the theatre owners, he gives Carlotta a potion that makes her lose her voice, he brings a chandelier crashing down on the stage – eventually he even commits murder."

Blair shrugged her shoulders, as though she thought this behaviour was hardly cause for concern. "He only does all those things to help Christine. The people he hurts are the ones that get into his and Christine's way. He has to do them, in order to make Christine a star." To Blair this all seemed perfectly reasonable.

Serena shook her head, long used to having to be a voice of moral reason when it came to Blair's skewered version of the appropriate way to deal with people. Blair's comments troubled Serena, as she was not unaware of the uncanny similarities that were becoming apparent between the musical's confused romance and Blair's own real life love triangle. Serena's concern was that Blair would apply the exact same logic to Chuck, ignoring his many faults and overall fondness for causing trouble simply because, much of the time, his manipulations were to her benefit.

"I don't think that's really a good enough excuse for what he does, B," Serena reproved critically. "Plus, besides everything else, he doesn't actually treat Christine very well. He kidnaps her, is madly jealous of her relationship with Raoul and tries to force Christine to end her engagement to him." Serena stared at Chuck rather pointedly, intimating that he had better beware because she would be ready if _he _failed to treat Blair well.

Chuck's eyes narrowed on his soon-to-be stepsister. "That's only because he loves Christine and wants her for himself. Obviously, her beauty is too powerful for him to resist," Chuck sent a smirk in Blair's direction and she felt herself tremor slightly. "Waldorf's right. It would be a much better story if she ended up with the Phantom."

Hazel interrupted the debate, failing to understand why no one was pointing out what to her seemed the plain facts behind the play's conclusion. "But the Phantom's all gross and scarred. He's basically a _squatter_ underneath the theatre, living in a few disused rooms surrounded by a subterranean lake. Meanwhile Raoul's handsome and rich. Plus, he has social status. By marrying him, Christine becomes an aristocrat too. With the Phantom she'd just be an outcast."

Blair pondered this perspective. "I guess," she said. It didn't seem very romantic to her, but Hazel did raise some valid points.

Chuck scowled, displeased that Blair seemed to be acquiescing to Hazel's reasoning. It cut too close to his own insecurities about the reasons Blair might suddenly decide to ditch him and return to Nate, or someone like him. Chuck had money, but lacked Nate's social status and his overall respectability. Why choose to be with someone flawed whose reputation would unavoidably damage her own standing, when she could be with a handsome and perfect prince who could also offer her the security and prestige of the Vanderbilt name? Well, Chuck planned to give her a few reasons.

"She'll grow bored with the vicomte," Chuck bit out snidely. "The Phantom awakens her secret desires. They share a bond she'll never experience with Raoul. Only the Phantom can appreciate her talent, recognises in it something akin to his own as a composer. Both are dominated by their love of music, it allows them to connect artistically, emotionally," Chuck's voice grew husky as his eyes again found Blair's, "physically. The vicomte just treats her like a pretty doll he has fun playing with. I don't think he loves her at all. He hasn't been bothered about her for years, but then he sees her enjoying great success and being feted at the theatre and instantaneously rediscovers this ardour for her that has been dormant since they were children? He's obviously flaky. A few months into the marriage and he'll no doubt be distracted by someone else." Chuck grinned maliciously. "Probably a blonde."

The other students twittered, appreciating the rejoinder as nothing more than one of Chuck Bass's typically flippant, cynical suggestions. But Serena and Blair both glared at him, fully understanding the remark. Nate looked at his friend in surprise, unsure whether Chuck had meant to refer to the Sheppard Wedding incident or not, unable to comprehend why Chuck would purposefully bring up such a can of worms. Especially as Nate had just told him about his plan to try and win himself back into Blair's good graces.

Spencer cleared his throat, worried that the discussion might be veering a little off track. "Those are all interesting views," Spencer began, though his voice indicating he had not found their observations particularly interesting at all, "but I think we should accept that although Christine loves both Raoul and the Phantom, in the end she runs off with Raoul because it is he she truly cares for. She has no choice but to turn away from the Phantom, due to the darkness within him, rather than because of his external monstrosity or because of worldly considerations." Spencer said this with a sharp glance in Hazel's direction.

Serena caught the director's eye. "Do you think that the Phantom is redeemed by Christine's love?" she asked seriously.

Spencer smiled. Such a lovely, charming girl. "Yes, I think Christine's love for him, and more importantly, his love for her, changes him very powerfully in the end. It enables him to finally decide that her happiness means more to him than his own. Hence he allows Christine to escape with Raoul. That's real love and, yes, I think he is redeemed by it."

The students lapsed into silence, each lost in their own thoughts. Serena wondered how they could possibly survive the production of this play when it seemed to awaken such conflict due to the strange allegory it offered for her friends' own complex emotional lives. Nate wondered if he'd be able to convince Blair that he could be the romantic hero she needed both on and off stage. Blair wondered if it was possible that love really could redeem even the most damaged souls. And Chuck's stomach fluttered, because he had a sneaking suspicion that whatever was going on between himself and Blair, it was already changing him. But he'd be damned if he'd meekly stand aside and sacrifice his feelings so she could go off with someone else, even if she _thought _he'd make her happier. Chuck knew better, and he simply would not allow it.

_I'm not sure if I'm just going to leave this as a one-shot or expand it into a multi-chapter fic. It will probably depend on what sort of feedback I get. I welcome suggestions about where it should be taken if you review and do want me to continue._


	2. Wishing You Were Somehow Here Again

_Thanks for all the great reviews and encouragement guys! As you can see, thanks to your support I am continuing, and, if I stick to my plan for the rest of the story, will probably be writing another six chapters to properly finish it off._

The first two weeks of rehearsals were, for most of the cast at least, rather dull and uneventful following the initial meeting to discuss characterisation and the plot of the play. The debate over whether Christine should end up with Raoul or the Phantom at the musical's conclusion had only begun that afternoon's heated exchanges. First Penelope had unsuccessfully argued that her character, Carlotta, should be given additional lines and an extra solo to perform, in order for her persona to be fully appreciated by the audience. (This was met with a catty, patronising smile from Blair.) Then Dan Humphrey, who was playing one of the managers of the theatre, insisted on questioning his motivation for _every single scene_, despite the repeated groans of the rest of his cast mates, including his girlfriend Serena. (Blair had eventually threatened to give him an excellent motivation for never coming to school again if he didn't shut up.) Finally, Chuck had argued that the whole show should be given a modern interpretation and set in a burlesque club rather than an opera house. Hazel, along with most of the St Judes' half of the cast, had seconded this idea, envisioning the sexy, skimpy numbers she and the rest of the girls in the chorus would get to wear. (They had all received death glares from the show's leading lady.) Shrieking in horror at the notion of committing such sacrilege against Andrew Lloyd Webber's masterpiece, Spencer had dismissed the cast for the day, informing them that for the next two weeks they would be working individually with a vocal coach in order to learn their songs before rehearsals proper started.

No one on the cast had therefore had much interaction with each other during this preliminary training. Serena and Blair were getting used to just quickly flashing each other bright smiles as they passed each other in the hall while one shouted 'Sorry, I've got to go and...', while the other responded 'Yeah, me too'. They were keeping in contact mainly via text messages. Serena felt this situation was hardly ideal, given her resolution to keep an eye on Blair and monitor the progress of the whole Chuck thing. She wasn't exactly sure how to characterise what the 'thing' was, though sometimes the word mess, or fiasco sprang to mind. Serena still did not trust her soon-to-be stepbrother. But between school, spending time with Dan and singing rehearsals, she did not have much time to devote to worrying about the potential dramas B might be creating in her own life.

Nate was disappointed that so far the musical had failed to offer much opportunity for access to Blair, who he was still hoping he could win back with a little charm and persuasion. Or maybe a lot, he ruefully acknowledged, as she determinedly avoided him when he tried to corner her. He approached her several times to suggest they get together to run lines, but she was always too busy to meet up. Nate wondered how she could possibly be learning her part, given that her schedule seemed to have her occupied every damn night, unless she was just making excuses to avoid spending time with him. If she was, he was not sure whether to interpret that as a good or bad sign. It would be good if it meant that she still had feelings for him and was therefore worried about being around him, but it would obviously be bad if she didn't want to see him because she simply didn't want to see him. Nate watched her sometimes at school, trying to pick up some clues from her manner about what she was feeling. But all Nate could tell was that most of the time she seemed to be distracted and not particularly involved in the conversations going on around her, maybe because she was constantly having to answer the incessant stream of text messages that seemed to relentlessly buzz on her phone. Nate had tried to catch up with Chuck several times too, hoping that he could help him make sense of all this weird behaviour, but Chuck was also hard to track down these days.

Chuck and Blair may have had more time to devote to their respective best friends if, in addition to their individual rehearsals with the vocal coach, they weren't spending almost every moment of their free time in private rehearsals with each other. Although some of these so-called 'rehearsals' were merely a euphemism for sex, at Blair's insistence they really were spending much of their evenings and weekends working on their songs together. Blair had demanded Chuck help her by practising their duets, and he also played the piano for her while she prepared her solos.

Chuck had been made to learn the piano as a child because Chuck's mother believed that every true gentleman should be musical. And even though she had died not long after Chuck's birth, Bart Bass still considered her commands sacred. Therefore, Chuck had been subjected to piano lessons three times a week since he was four. Not wanting to disappoint either his father, or the wishes of the dead mother he idolized, Chuck had diligently applied himself until he could play to the level of any concert professional. But after Chuck's father had simply eyed him coldly every time he had enthusiastically played for Bart whilst a child, Chuck had stopped giving public performances or even playing for private audiences. These days few of his friends even remembered that he _could _play. But naturally Blair Waldorf had never forgotten his childhood talent.

Blair never forgot anything, a trait that had helped enable her rise as queen. Being able to instantaneously drag out an old rumour or piece of juicy information from the recesses of her mind when provoked was a definite advantage when battling with her bitchy underlings. However, the reason Blair remembered Chuck's childish concerts so vividly was that it was the first time she had realised the commonalities they both shared. Chuck's performances were often staged in collaboration with Nate, Blair and Serena – Nate usually juggling or performing some act of physical skill, Blair and Serena dancing or reciting a poem together.

Nate's mother and father were always there to see these recitals, as was Lily, when she wasn't off overseas with her latest boyfriend. Harold was often there too, and for that Blair was extremely grateful. Blair's mother and Chuck's father were the most infrequent attendees, both always begging off for business reasons, even when they had previously promised to be there. Chuck would sometimes go up to Blair and squeeze her hand in a gesture of solidarity as they realised that, yet again, their parents would be unable to make it. Not that having them there was really anymore comforting. When Eleanor did manage to come, she would always purse her lips at the end of the presentation and say something like 'very nice, but Blair you should watch Serena more closely next time and try to copy her graceful movements' or 'Blair, your reading would have been lovely if you learned to open your mouth up more and read more slowly, like Serena'. Bart never said anything to Chuck critical or otherwise, normally simply nodding to him at the end of the show and reminding him that he would be flying to Zurich or some such place early the next morning. Bitterness over the fact they both had such disappointingly unappreciative parents had burned the memory of Chuck's vivid and haunting piano performances indelibly into Blair's brain.

So Blair cajoled Chuck into learning the entire score from 'Phantom' to help her, and himself, as they practised their numbers in her apartment. She had been impressed that he still played so well, and touched by his admission that he had kept it up so as to continue to accord with his mother's gentlemanly ideal. Watching as Chuck's handsome face scowled intensely at the sheet music as his fingers flew over the keys, his jacket removed to allow freedom of movement but his ascot still perfectly knotted, Blair couldn't help but agree with the late Misty Bass's sentiments.

For his part, Chuck was surprised when he first heard the captivating quality of Blair's voice. He couldn't recall ever having heard her sing before. He had naturally assumed that Blair could sing reasonably well when she won the lead role in the musical, but as it was only a high school performance the competition wasn't exactly fierce. However, listening to her sing had literally been a breathtaking experience, her tones alluringly rich and sensual. Chuck was surprised that such a commanding voice could inhabit such a petite frame. Maybe that was why when she sang the music seemed to pour out not only from her mouth but her whole body, quivering and shooting out from her face, her chest, her arms, her very fingertips. It made him even more in awe of her, though of course he didn't admit that. But after a few teasing refusals, he had willingly started to agree to rehearse with her whenever she wanted, eager to continue spending time with her. For despite Blair's determination to maintain an unyieldingly serious, even somewhat manic, attitude towards perfecting her performance, with Chuck around she found it impossible _not _to relax, to laugh and joke and teasingly touch each other as they learned their numbers.

Sometimes they did not even sing songs from the show. Just as the two had always shared a love of classic films (though Chuck preferred old film noirs to Blair's Hepburn romances), vintage clothes and old-fashioned cocktails, both Chuck and Blair had an affinity with old jazz that Nate and Serena had never been able to fathom. So, egged on by Chuck, Blair would often end their sessions by huskily crooning her favourites. Chuck greatly appreciated these sultry performances, given with Blair perched cross-legged on the piano and smiling benignly down at him as his fingers danced across the keys. When she had punctuated her performance of 'Fever' by lazily running her fingers through his hair, licking her lips and crossing and uncrossing her legs, he had become so aroused he had had to abruptly end the performance to sweep her into his arms and onto a nearby couch.

It was only after two weeks that Blair finally rehearsed the number 'Wishing You Were Somehow Here Again' for the first time. Although she had been learning the song with the vocal coach, she had been reluctant to perform it in front of Chuck. To Blair, the poignant melody about Christine's continuing grief since her father's demise was the most moving in the entire musical. Its sentiments echoed with her profoundly, stirring up emotions about the loss of her own father, not to death, but to a young male model in France. She was therefore unwilling to sing it before Chuck or anyone else until she could be sure she had her feelings sufficiently in check that this chink of vulnerability in her normally impenetrable armour of bitchy indifference would not show.

Nevertheless, as soon as Blair began to sing Chuck noticed the hesitant note in her voice. Normally she would make eye contact with him whilst singing, but today she was resolutely avoiding his gaze as she sang the opening stanza:

_You were once  
my one companion . . .  
you were all  
that mattered . . .  
You were once  
a friend and father -  
then my world  
was shattered . . ._

Blair's memory could not help but drift back to the moment when her perfect world _had_ first been shattered, when her father had announced that he and her mother would be separating and that, by the way, he'd be leaving the very next day for France to live with Roman, that man from Thanksgiving dinner. The bitterness that filled her mouth as she remembered the anguish of losing the one parent who had been a real companion to her in her home life, rather than a sporadic, often critical, visitor, seemed to strangle Blair's voice. Chuck could see the pain twisting Blair's face.

_  
Wishing you were  
somehow here again . . .  
wishing you were  
somehow near . . .  
Sometimes it seemed  
if I just dreamed,  
somehow you would  
be here . . ._

But no matter how hard Blair had wished for it, had dreamed he would be there when she woke up, her father had not returned, except for brief, flying visits.

_  
Wishing I could  
hear your voice again . . .  
knowing that I  
never would . . .  
Dreaming of you  
won't help me to do  
all that you dreamed  
I could . . ._

Realising eventually that her father would not be coming back, and that the person she had relied upon to be her rock, her unceasing source of support, her grounding force was gone forever, Blair had discarded the gentler, or as she saw it weaker, components of her personality. She had focused all her energy on becoming queen in Serena's absence, knowing she had to be strong for herself now. She couldn't rely on anyone, no matter what they said, what promises they made. Her father, Serena, Nate – they had all said they loved her, but they had all abandoned her.

_Too many years  
fighting back tears . . .  
Why can't the past  
just die . . .?_

Blair's voice broke into a sob on the last word, as she wished that she could put the past, and all it contained, behind her. She would have kept singing, but Chuck had stopped playing, taking her hand gently, concerned by this sudden emotional outburst. He wanted to comfort her, but as he did not have much experience at either comforting or being comforted, he was unsure what to do.

"What's wrong, Blair?" he asked softly, praying it wasn't anything to do with him, that she wasn't about to end their relationship.

She looked at him teary-eyed, but her voice was dismissive. "The song just upsets me all right," she snapped. "A lot of people get very emotional listening to such expressive music. Those of us who have emotions that is."

Chuck's eyes narrowed but he did not rise to the bait, immediately intuiting the truth behind Blair's defensiveness now she had confessed the source of her sadness was the song. "Does it remind you of your father's leaving?" he questioned, steadfastly staring into her eyes so that he'd know if she was lying.

Blair sighed sullenly under his intense scrutiny. "Yes," she confessed grudgingly. Chuck said nothing, but tenderly kissed the side of her forehead.

"It reminds me of how alone I was after he left," Blair admitted. "How alone I still sometimes am...and it makes me think about more than just him...about all the people that have left me."

Chuck's sympathy immediately turned to jealousy and he dropped her hand. "So that's it is it? It makes you wish you could go running back into the arms of your precious prince charming, even if his crown isn't so shiny after screwing your best friend!" he bit out harshly.

Blair's eyes locked on his in fury. "No, it makes me wonder where I got this amazing talent for surrounding myself with people that hurt me," she cried, her tone clearly indicating that she included him in that group. "It makes me think about how not only my father, but also Serena and Nate, basically the most important people in my life, have all let me down at one time or another."

Chuck immediately felt remorseful for lashing out at Blair and failing so miserably in his lousy attempt to comfort her. Of course Blair couldn't simply forget the pain that Nate caused her just because she was with Chuck now. As much as he might like to be able to erase the memories of the many years she had spent with his best friend from her mind, and his own for that matter, it wasn't going to happen. And picking fights with her was tantamount to throwing her into Nathaniel's lap, as it was inevitable that without Chuck to keep them apart Blair would eventually find out that Nate wanted her back and return to him.

"I'm sorry," Chuck said. Blair's mouth relaxed out of its angry frown, but her body remained tense. Chuck wrapped his arms around her. "Just for the record, I've never left you," he breathed tenderly in Blair's ear as her tight posture loosened.

Blair felt her heart start to beat faster at his words. Because it was true that, out of everyone in her life, Chuck was the one that had never abandoned her, had never let her down. And he had been there for her when the others had gone – first her father, then Serena and finally Nate. Of course, some might say he'd been a little _too _there for her when she broke up with her boyfriend, considering they had slept together about twenty minutes after it happened. But still, he'd given her what she had wanted at the time. And even after she had pushed him away the next morning, he'd been there the following night. With diamonds. So it was only natural that Blair's heartbeat became a little erratic around him sometimes, that she had started to get a warm glow in her stomach that felt remarkably like hope whenever she thought of him. It scared her. Because just because he'd never left her, never hurt her, didn't mean that he never would. She'd never thought that Nathaniel, or Serena, or her father would ever hurt her either. Blair therefore listened when the cold voice inside her head whispered that she should do her best to stamp out that glow.

She pulled slowly out of the arms. "Well it should also be on the record that I don't believe in prince charmings anymore," she told him with a sarcastic smirk.

Chuck rolled his eyes. "So the girl who has been telling me since we were five years old how she was going to make her life into a perfect fairy tale doesn't plan to include a prince charming anymore? How are you going to write your 'happily ever after' without one? Though I suppose you could always have a princess charming," Chuck drawled suggestively.

Blair slapped his chest. "No, I think that sounds like _your_ happily ever after actually. But as it happens I'm not really a fan of fairy tales anymore, either."

Chuck stared at Blair. Everyone who knew her, knew Blair Waldorf loved fairytales. Every Halloween during childhood had seen her dressed as a different fairytale princess – Cinderella, Rapunzel, Sleeping Beauty, the little Mermaid and, of course, her favourite, Snow White. It was incomprehensible that she had stopped believing in fairy tales simply because Nathaniel Archibald was no longer set to star in the role of her prince charming.

"Waldorf, how can you expect me to believe that _you_ don't believe in fairy tales? It's unfathomable."

Blair smiled sadly. "It's not. It's just what happens when the father who read you the fairy tales as a kid, who first taught you to believe in them, turns out not to be the perfect father and husband you thought he was and runs off to France with another man. They were my proof, Chuck. I thought I could have this wonderful fairy tale life because that's what I believed my parents had. But it was all a lie. Since then I've realised how tedious all those stories are anyway."

She looked so wounded; Chuck longed to put his arms around her. But her voice was cool, her manner slightly scornful of her former naiveté. Chuck knew it was his cue to change the subject, ignore the pain of the beautifully vulnerable girl beside him, because it was something he was not meant to be acknowledge existed.

"Well, I was never one for sappy sentiment myself. Not that I've been exposed to much. I don't think I actually know any fairy tales."

Blair laughed, "Chuck, I know you pride yourself on being the epitome of Upper East Side cynicism, but even you must at least _know _some fairy tales, irrespective of whether you ever actually liked them. You can't expect me to believe you came into the world sipping scotch, smoking cigars and curling your lip at the folly of other, lesser mortals." She reached out to smilingly pinch his cheek. "Even the great Chuck Bass must once have been just a cute little kid who heard the same stories even parents in Brooklyn read their children at bedtime."

Chuck grinned at her suddenly playful mood but shook his head. "Big Bad Bart wasn't exactly the bedtime story reading type. And I guess the nanny didn't get paid overtime to stay and do it. Given what I remember about her impressive rack I'm guessing Bart didn't hire her for her maternal qualities."

Chuck's tone was light and unconcerned but Blair was horrified. Whatever his faults, her father had been there for her as a child. Would still be there for her now, if she really needed him. He might not be perfect, but she didn't doubt that he loved her. It seemed that Chuck had never had that security. While Blair had always known that Chuck had a troubled relationship with his father, she had never realised the extent of their disconnection and Bart's seeming lack of interest in his own son. Chuck had never really offered specific details on the rare occasions when he would talk about his family life to her or Nathaniel. Living on the UES, Blair was used to stories of less than idyllic parenting techniques within homes where the adults were too busy making money, getting divorced, getting high or getting laid to worry what their children might be up to. But she could not comprehend how anyone could be so unloving, so distant, to their own child that they could not even take the time to read them an occasional bedtime story.

"Chuck, I'm so sorry," Blair breathed, placing a hand on his arm and biting her lip. "Never hearing a single fairy tale..."

"I probably wouldn't have liked them anyway," Chuck cut her off quickly. Chuck Bass wasn't a sob story. "And why should I regret anything in my childhood, when it helped make me the stupendous being I am today?"

"You mean making you such a charmingly modest, self-effacing individual," Blair teased sweetly, whilst considering the truth to Chuck's words. Not hearing fairytales as a child had undoubtedly helped foster his cynical pragmatism. She could benefit from such an approach to life.

"But maybe you're right," Blair said thoughtfully. "Listening to them certainly didn't do me any good. Maybe if I'd never heard any, I wouldn't find myself crying over a song from a stupid musical." Blair turned to Chuck, a fierce look on her face as she continued, "I'm going to make sure that I never cry over something so idiotic again. From now on, I command myself not to believe in fairy tales. I command myself to be a realist. I command myself to be like you."

Chuck experienced unease at Blair's words. Blair _was _like him, in so many ways, and he loved that. However, he also loved that, in other ways, she was so different from him. So innocent, so fiery, capable of such depth of emotion. He didn't want her to be like him – jaded, cold, unfeeling. Unhappy. She thought becoming like that would prevent anyone from hurting her again, but Chuck knew a new type of pain, new misery, would just take its place. He couldn't let that happen, not to Blair. He needed Blair Waldorf to believe in fairy tales. He needed to be able to smile at her light-hearted, confident assurance that, whatever the trials along the way, eventually she would have her 'happily ever after', just like every other fairy tale princess.

Chuck sat back down on the piano stool. Blair was still standing, leaning back casually against the piano's keyboard. "That's too bad," Chuck drawled, his hands reaching up to lightly caress Blair's sides. "Because I happen to have just remembered one fairy tale I do know. One I'm sure you've never heard, but definitely ought to believe in."

"I know all the fairy tales," Blair dismissed haughtily.

"Not this one," Chuck disagreed assuredly, a challenge in his voice. Blair hated it when anyone claimed to know anything that she didn't, no matter how trivial.

"Fine," Blair said, rolling her eyes. "Let's hear it."

"I forget how these things always start off," Chuck teased.

"Once upon a time," Blair told him impatiently.

"Right, well, once upon a time, there was a beautiful queen who lived with an extremely rich king in an enchanted kingdom," Chuck began.

"What was it called?" Blair interrupted.

"Manhattan," Chuck smirked. Blair smiled as he confirmed her suspicion that he was making this story up, just for her. Of course, to them Manhattan always would be something of a magical kingdom. It was their natural environment and, more than Nate or Serena, they lived and breathed the spirit of the elite city.

"Anyway, between his money and her beauty, the king and queen were very happy. They were even more happy when they discovered that they were to have a child, a little prince who, once he had properly trained of course, would take over the running of the kingdom. But when the queen came to give birth to the boy, she fell very sick. She fell so sick, she died. The king was also blighted by grief. And between his mother's death and his father's sorrow, a terrible curse was placed on the new prince."

Chuck paused for dramatic effect and to survey Blair's reaction. He could hardly believe that he was doing this, was telling her this. But the thought had occurred to him in an instant and without even thinking about it the words had started pouring from his mouth. Now he found he could not stop. It was such a relief to unburden himself to another for once. To admit he felt cursed. While part of him feared Blair seeing his weakness, pretending it was all a fairy tale provided the distance he needed to keep going. And she wasn't pulling away with shock or uneasiness, but was watching him steadily with a sort of sad wonder.

"The curse meant that the prince could never enjoy anything around him. He had everything, everything the kingdom had to offer, but he took little pleasure from it. He saw great sights, but could not appreciate their beauty. He tasted the finest food, but experienced none of its flavour. He listened to exquisite music, but took no joy in its delights. He felt nothing. For him, it seemed like every day was destined to be as dull as the next," he paused again to smile at her.

"The prince was resigned to this fact until one day a lovely princess appeared before him. When she danced for him, his eyes seemed to open and suddenly he could see her magnificence. All the world seemed brighter. Then later, as he was giving her a ride home in his carriage, she kissed him, and she tasted delicious. Everything around him seemed to become more appetizing. When finally she sang for him, it was as if his ears worked for the first time and he was enthralled by her beautiful voice. Every noise he heard after that sounded sweeter. The curse was broken."

Blair stared at Chuck. Chuck Bass a romantic! Who knew? But now she did, and that was all that mattered. Blair's heart was beating out of control and the glow inside her had built to a steady fire as she listened to his story.

"You're right," she said, leaning down to kiss him. "That is a fairy tale worth believing in." Chuck grinned and kept massaging the sides of her stomach in small, lazy circles as he sat in front of her while she rested against the piano.

"So, you like my voice, huh?" Blair questioned a little breathlessly, as the feel of Chuck's fingers started to make her skin tingle electrically.

"Mmm. Especially when you're sitting on top of that piano, and singing straight at me. Amazingly sexy," he drawled, his fingers moving inward to brush down the centre of her stomach.

"I like it," her breath caught as his fingers fluttered over her belly button and he smirked, "when you play the piano," she continued.

"Why?" Chuck asked, as he flicked open some of the middle buttons of her blouse, and began to kiss the delicate skin of her stomach.

"Watching your fingers flying across the keys...agile...assured...like they know exactly what to do...it turns me on," Blair whispered. Oh God, she could never have said these sorts of things to Nate.

"You're attracted to my fingers," Chuck asked amusedly. Blair shrugged, embarrassed.

Not content with this response, Chuck dipped the digits in question beneath her skirt, rubbing them against her budding clit through her moistening panties. "Are you?" he demanded.

"Ye...Yes!" Blair cried, as he roughly stroked her faster and faster. To show his appreciation for her honesty, Chuck slipped his fingers underneath her underwear. His eyes rolled back into his head a little as he felt how hot and wet she was for him already. Christ, she was incredible.

Now needing some relief of his own Chuck abruptly stood up and pushed her backwards into the piano, so she was sitting on the keys. He pulled her panties from her legs before rubbing his groin into her core. Blair moaned in satisfaction.

"What else do you like?" Chuck asked roughly, unbuttoning the rest of her blouse.

"You," Blair responded breathily, the point in between her legs beginning to throb harder as she felt how big and hard Chuck was even through the material of his pants.

"Doing what?" Chuck demanded, grinding into her further.

"Touching me...touching my breasts," Blair moaned. Chuck obligingly reached out and, pushing up her bra, began to palm her breasts, flicking and twinging her hardening nipples.

Blair reached out to cup his crotch, caressing him through his pants. It felt so good, but Chuck knew he needed to be released from his tightening clothing. As if reading his mind, Blair undid his zipper, pulling down first his trousers then his underwear. Grabbing him once again, she began to tug on him with both fists. Chuck sucked in his breath, then let out a groan.

"Do you like this?" Blair taunted archly, turning his own game back on him.

"It feels so good. You're just so good," Chuck murmured, before capturing her lips in a heated, open-mouthed kiss. When it ended, his head descended to lick and torment her nipples while her fingers fluttered around his balls. They weren't even properly undressed yet, but Chuck knew he couldn't last much longer. His trousers were still around his ankles, while Blair's blouse was unbuttoned and her skirt bunched around her waist, her legs spread wide to reveal her dripping wet sex.

"Blair," Chuck growled. "I need to be inside you, now! Do you want to move over to the couch?" He didn't want her to be uncomfortable.

"Nno, no," Blair whimpered. "It will take too long. I want you to take me right here, right now."

If possible, Chuck was even more aroused by Blair's words, her enthusiasm. Blair's ferocious protection (until recently) of her V-card status had led some at school to label her frigid. Chuck marvelled at the thought, knowing Blair was quickly emerging as the most passionate lover he had ever been with. Eager to please and be pleased. He didn't know how he had gotten so lucky.

With a grunt of satisfaction, he thrust deep inside of her in one long stroke, pushing her back into the piano's headboard. Blair let out a deep moan, curling her arms around his neck and her legs around his waist. He captured her mouth for another kiss before he began thrusting again, harder and faster, until he felt her body quiver against his, and he could finally achieve his own release.

They remained there for a moment, dazed, breathless, eyes unfocused. Then they heard the elevator ding and Blair hissed in panic, "My mother's coming home today". It was convenient that they hadn't removed more of their clothes, because Chuck had only just tugged up his pant zip and Blair had only just smoothed her hair down when her mother walked into the room.

Both Blair and Chuck felt freed by their afternoon rehearsal, closer due to the confessions they shared. Blair also found that from then on she was able to sing 'Wishing You Were Somehow Here Again' without being overwhelmed by the song's emotion. Having exorcised her demons, simply by revealing them to Chuck, she was able to instead harness the feelings the melody inspired in her, and use them to enhance her performance. She was ready to begin staging the scenes with the rest of the cast the following week.

_So I wanted to use this chapter to develop some of the sweetness of the CB relationship before starting on the drama of the CBN triangle in earnest. Let me know what you thought!_


	3. Music of the Night

_Thanks for the reviews, I love getting feedback! Sorry it took me a while to update. But after next week I'm on vacation for a fortnight so I'm hoping to finish this story off then with lots of updates._

Serena and Blair were giggling as they ransacked the props room, laughing at all the wonderful and weird accoutrements left over from past performances and plays put on at St Judes and Constance. Today was the first day of proper rehearsals, now that they had got through learning the songs individually with the vocal coach. But at the moment the director, Spencer Fielding, was busy working with the chorus on stage, leaving the two best friends free to have fun behind the scenes catching up.

"So I haven't seen very much of you over the last couple of weeks," Serena began, her voice heavy with hidden meaning. She wanted to know exactly what was going on between her best friend and soon-to-be stepbrother and was determined to break through Blair's evasiveness. Serena needed the details of their relationship as part of her duty of protectionism where her friend was concerned, a duty that became especially critical when it appeared said friend was wilfully entangling her life with that of a notorious playboy, but she was also genuinely curious about the weird dynamic of the two. She compared it to the strange horrified fascination one felt when passing by car accidents, or the perverse desire to watch people standing on ledges to see if they will really jump.

"Mmm, well you know me. If I'm not being fabulous in one place, I'm being magnificent somewhere else. Been busy, busy, busy," Blair laughed nervously.

"Busy with Chuck?" Serena pressed. Blair rolled her eyes at her friend's persistence.

"We've had a lot of rehearsing to do for the show," she responded nonchalantly.

"Uh, huh. And that's all you've been rehearsing, your scenes for the play?" Serena's eyes narrowed as Blair blushed.

"Well, that's been occupying our afternoons. The activity that's been taking up our time in the evenings though isn't one we really need to rehearse for," Blair said slyly. "Although we do sometimes play out this one scenario where I'm an ingénue auditioning for a role and he's a director who wants to see just how much I want the part..."

"Ugh! Not the kind of sharing I was looking for, B!" Serena wanted to know how Blair felt about Chuck, not details of their sex life.

Blair grinned. "When did you become the prude out of the two of us? Do you remember some of the stories I used to have to listen to when you were still checking the tonsils of every investment banker who walked into PJ Clarkes?"

"And when did my demure little Blair who wanted candles and champagne and heartfelt declarations of love for her first time become the female version of Chuck Bass?"

"Somewhere between the first and sixth time she had sex in the back of his limo," Blair quipped wickedly.

"Eeew, you had sex in the limo! B, I have to ride in that thing," Serena grimaced, deciding she was going to ask Arthur to disinfect the seats after every time Chuck rode in it from now on.

"Actually, that's where I lost my virginity." In answer to Serena's stare she continued, "Yeah, classy, I know."

"No, I'm just surprised because...you said six...do you mean you had sex more than once the night of your first time?" Serena queried uncertainly.

"Yes," said Blair, shrugging her shoulders diffidently with a slight frown.

Blair had never really talked about sex that much before, had never really been that interested and still considered herself a bit ignorant about it all. She worried that she did not know what was entirely 'normal' when it came to sex, and was apprehensive about appearing either gauche or wanton. Right now she wasn't sure what Serena was getting at.

"I was just guessing when I said six times, it was hard to know how to keep count. I mean do you judge by individual sex acts, or the number of orgasms I had or the number of times he came? And does his going down on me count as sex or foreplay?" Blair blushed. "I just know I was well and truly not a virgin by the time he dropped me home."

Serena spluttered in shock, unable to keep a smile of amusement off her face, "Right. B, are you saying you actually had an orgasm the first time you had sex?" Blair nodded uncertainly, unsure whether Serena was laughing at her. "You had more than one?" Blair nodded again. Serena bit her lip, grinning at Blair.

"I'm glad I amuse you," Blair huffed. "But I don't know why you think I wouldn't enjoy sex just as much as the next woman." She glared at Serena angrily.

Serena laughed out loud then put her arms around her friend's shoulders. "But that's just it B. Most girls don't enjoy their first time. At least not enough to want to do it again straight away. When I lost my virginity it hurt so much and was such a let-down I was convinced that the whole female orgasm thing was a myth, cleverly put about by men to get women into bed. It was months before I had my first real orgasm. Here, I've always thought that Chuck's reputation was basically a tribute to the number of women he's bedded, rather than any actual skill, but if what you've told me is true than I'm going to have to throw that whole theory out the window."

Blair smiled. "He did promise to take care of me that night."

Serena raised her eyebrow. Blair hastened to explain. "After he asked me if I was sure, he promised me that he wouldn't rush me...and that he'd make sure I wouldn't regret...choosing him to be with first."

Serena blinked at Blair's tender confession, rapidly trying to assimilate this new information with her own knowledge of Chuck Bass. The Chuck she knew would never ask a girl if she was sure, would never worry about how she would feel after the event. He certainly hadn't cared about whether it was what Serena wanted when he tried it on with her in the Palace kitchen, or whether Jenny Humphrey would regret her first time when he attempted to take the young girl's virginity at the kiss on the lips party. But neither of them had been Blair, who Serena had to acknowledge had always commanded Chuck's respect, and who had always seemed to share a strange, symbiotic friendship with him. Maybe he was different with Blair, maybe he did truly care for her.

But Serena couldn't help injecting a note of warning into her retort to Blair's admission. "Well, I guess he certainly has the necessary experience," Serena commented derisively.

Blair shrugged out of Serena's embrace. "I would think you'd be the last person fit to make comments about other people's experience. Just because you're committed to the bumbling borer from Brooklyn now doesn't give make you some born-again virgin entitled to a holier-than-thou attitude. You still have quite the impressive sexual resume yourself. Does cabbage-patch know just how many references you could supply him with?" Blair bit out.

Serena raised her eyebrows at Blair haughtily, reminding her that she had been queen once, and could be cutting when she wanted to be. "Dan knows that I've changed. We've talked about my past and he accepts it. Can you honestly say the same thing about Chuck?"

"I know all about his past. I was there for most of it," Blair countered.

"Yeah, and his present? Doesn't the thought of him sleeping with other girls bother you?" Serena prodded, genuinely concerned about what her friend was getting herself into.

"Chuck knows that Blair Waldorf doesn't share. He's agreed that while we're together, there will be no one else," Blair told Serena firmly.

Serena stared at her best friend in surprise. She hadn't expected Chuck and Blair's little arrangement to include conditions of exclusivity, would never have expected Chuck Bass to basically agree to be in a monogamous, committed relationship.

"Wow. I never thought Chuck would do the monogamy thing," Serena said gently.

Blair shrugged, anger evaporating as she recognised her friend's awe that she had got Chuck Bass to agree to be a one-woman man, for the time being at least. Blair had been a bit shocked at the alacrity with which he accepted her terms herself.

"Honestly, I don't think he'd have time to be with other girls even if he wanted to. Do Bart and Lily not notice that Chuck is practically a stranger to your home? With the number of nights he's been spending in my room I ought to be charging him rent," Blair joked smugly, secretly pleased that Chuck couldn't seem to stay away from her.

"Sounds like it's getting pretty serious between the two of you," Serena eyed her friend speculatively. "Have you told anyone else yet? If he's spending so much time at your house your mother must know what's going on by now."

Blair rolled her eyes. "On the few nights when she's not in Milan or Shanghai or somewhere else, Eleanor's attention is otherwise occupied. The other morning she ran into Chuck at 6am and actually believed he had stopped by to see me while he was on his morning run, despite the fact that he was wearing a jacket and bowtie." Serena snorted. "I know, like Chuck would ever do any form of non-horizontal physical exertion anyway. My mother's completely oblivious."

"So no one else knows?"

"Dorota does. She cornered Chuck the other day as he was coming out of the bathroom to give him one of her patented 'God is always watching' speeches."

"Oooh, I remember getting one of those after she caught me and Andy Clark playing seven minutes in heaven at your twelfth birthday party."

"Yeah well, Chuck got the updated version, which includes vague threats about what Dorota's cousin, who may or may not be in the Polish-American mafia, will do to him if her Miss Blair gets hurt."

Serena laughed. Blair grinned. "But she admitted to me that she likes 'Mister Chuck' better than 'Mister Nate'."

Serena sighed at the mention of Nate, remembering the other issue she was determined to tackle Blair over.

"Speaking of Nate, have you thought about telling him?" Serena asked critically.

Blair pulled her shoulders back, adopted a defiant posture. "He broke up with me, I don't owe him any explanations for my behaviour. Why should I tell him?" she demanded.

"Because for the better part of your life, he was your boyfriend. Despite whatever's happening with you guys now, there was a time when you two meant everything to each other. But now you have this thing going on with his best friend that doesn't seem to be ending anytime soon it means that Nate will find out eventually and it will be bad, B. And if he doesn't find out from one of you it will be even worse, will probably destroy his and Chuck's friendship, and any hope you two have of being friends now as well."

"Well, according to gossip girl he moved on to a faceless blonde pretty soon after we ended things. I'm sure he's got something going on the side by now. Maybe he won't be that bothered," Blair said flippantly.

Serena stared her friend in the eye. "I know you don't really believe that Blair. You've seen the way Nate's been looking at you the last couple of weeks. It's pretty obvious he's still not over you."

Blair had noticed Nate's looks, and his attempts to engage her in conversation, but had dismissed them as symptomatic of Nate's flip-flopping and general vapid uncertainty. She was over his broody self-absorption, and his inability to make her feel wanted, the way that Chuck did. But she couldn't deny that her heart fluttered just a little at Serena's words. Blair had spent so many years idolizing Nate Archibald that it was impossible for her not to feel a little happy by the prospect that he might be regretting his loss of her.

Serena noticed the slightly hopeful and flattered tone in Blair's voice as she responded lightly 'Isn't he?', but before she had time to comment on this the man himself walked through the door.

"Hey Serena, Spencer was asking to see you on stage," Nate grinned affably at the blonde, pleased that he had found Blair's hiding spot and now had an excuse to get her alone.

Serena sensed trouble, but simply whispered 'to be continued' under her breath to Blair before smiling brightly at Nate and heading out the door.

Nate entered the room with a self-conscious smile, which Blair returned slightly uneasily.

"So after Spencer's done with Serena he wants us on stage to rehearse the little Lottie scene, the one where Raoul and Christine first meet up again after years apart," Nate informed Blair.

"Right, well I'll be there," Blair responded with a false cheeriness, hoping he would pick up on the words' dismissiveness and leave her be until it was time for their rehearsal.

"Do you want to run the lines before we go on?" Nate asked hopefully.

Blair looked at him, a little panicked. Could he not take a hint? "No, it's really best to save it for the stage. That way they sound fresh," she argued. The pair lapsed into an awkward silence for a minute.

Realising that Nate wasn't about to just leave, Blair sighed. "I'm looking through the prop bins, trying to see if there is anything that can be salvaged from past shows to be put to use in our production." She turned back to look through the boxes of materials.

Pleased at finally having an opportunity to spend time with Blair alone, Nate immediately moved forward to assist her. After a few seconds pulling out odds and ends, he brandished an eye patch and pirate's hat.

"What do you think? Should I play Raoul as a reformed pirate?" he joshed.

Blair's lips quirked. "Mmm, very 2004." She looked with distaste at the room's contents. "I can't believe how cheap everything is, considering the fees the school charges. Look at the paste stones in this necklace," she held the item in question up to her neck in front of an old mirror. "Christine would never wear something this tacky. I am _so_ using my own jewellery for the show."

Nate came up to stand behind her, though not as close as Chuck would have presumed to stand, if it had been him. "Well, if it's yours it's sure to be perfect. You never look anything less, B." Nate thought for a brief moment as she turned to face him that she would kiss him, one of their soft gentle kisses where their mouths just barely touched, but instead she bit her lower lip, her eyes meeting his gravely.

"Actually, the necklace I was thinking of wearing was a gift from someone else," Blair replied lightly, trying to mask the sudden discomfort she felt at Nate's closeness, which was jarring her guiltily because she couldn't stop thinking about his best friend. She knew Chuck's Erikson Beamon necklace would be stunning for Christine in the masked ball scene. Thinking about Chuck, and his sweetness on the night of her birthday, forced Blair to contrast it to Nate's present attempts to charm and compliment her. While Nate's words were pleasant, even endearing, they were not only too late, but seemed meek and saccharine compared to Chuck's sincerity when he told her that she was beautiful, amazing even.

"Oh," Nate nodded, confused. The way she said it made him think that the gift meant something, had some special significance. Had Blair moved on, found someone who was already buying her expensive presents? It was certainly possible, though if that was the case Nate was surprised that he had not heard anything about it from Gossip Girl or the rumour mill at school. Maybe he was reading too much into things. But even if Blair was seeing someone, there was no need to let that deter him. No relationship could be that serious after so short a space of time, could mean as much to her as her years-long commitment to him. Yes, their shared past was his greatest weapon in the task of wooing her back and he should use it to his full advantage.

"Hey, you know what this reminds me of?" Nate asked, as he reached for a strip of sheer white material from one of the bins. He wrapped it around her head, like a veil. "Remember when we were kids and you used to make us go through all those pretend wedding ceremonies. You'd be draped in layers of lace from your mother's atelier, I'd be in one of my father's ties and you'd have a bouquet stolen from the table in the foyer." He smiled down into Blair's suddenly softened doe eyes, his own crinkling up at the memory.

"I used to make the doorman marry us because I thought his uniform made him look ceremonial and important," Blair said huskily.

Nate grinned happily at Blair's willingness to reminisce. "And you would always say that when we grew up it would be just the same. We'd have the perfect wedding for the perfect marriage. You'd wear a dress by your mother, and Serena would be your maid of honour and..."

"I would be your best man," another voice drawled from the doorway, its slight sarcasm detected only by Blair.

"Chuck!" Blair said guiltily, moving away from Nate and removing the material from around her head. "Nate and I were just getting ready for our rehearsal."

Chuck pursed his lips. "Funny, I don't remember that particular scene from the script."

Nate smiled at his best friend, oblivious to the room's sudden tension. "We were just about to start running lines. Spencer wants us to do our scene straight after he's done with Serena and the chorus. So maybe you could..." Nate stared at Chuck meaningfully, knowing that a guy like Chuck would immediately understand that he wanted to be alone with Blair, the better to further his attempts at winning her back.

"Stay and help by giving you the benefit of my opinion?" Chuck pretended obtuseness. "I'd be only too delighted, Nathaniel."

Nate frowned at his friend. "Actually, I meant maybe you could leave us alone so that Blair and I can...uh...concentrate better on learning our parts. We really need the practice."

Just then Jenny Humphrey knocked timidly on the door. "Sorry to disturb, but actually Nate we need to see you immediately over at the costume department. It will only take ten minutes and then Spencer wants you on stage with Blair."

"Can't it wait until later? Blair and I need to rehearse," Nate attempted to cajole the young girl by giving her his award-winning Archibald smile full wattage.

Jenny shook her head and gnawed the inside of her cheek in frustration. She didn't want to invoke Nate's annoyance or Blair's wrath by interrupting them in what had obviously been a tête-a-tête. Jenny was in enough trouble with Blair already at the moment due to her revelations about the events of the masked ball. And she also didn't want to jeopardise her tentative friendship with Nate after he'd been so sweet to her. On the other hand, Nate's kindness to her over the last few months actually made her hope that he and Blair _wouldn't_ be getting back together. If it didn't attract Blair's ire, she wouldn't be too disappointed about breaking up the possibility of a rapprochement.

"I told you Nate we'll be fine up on stage, it's only the first rehearsal after all," Blair put in with a smile. "You should definitely go get fixed up with the costume department." She was as eager to get rid of him now as she had been when he first came in. Chuck was glowering at him angrily and even Nate couldn't remain oblivious to this forever. She didn't need the embarrassment of an explosive confrontation at school.

Nate shot Blair a disappointed look but followed Jenny out into the hallway. Chuck closed the door behind him, locking it as well.

"So what the hell was that sickly little trip down memory lane all about?" Chuck sneered.

Blair had felt slightly guilty when Chuck had first caught her and Nate alone together. But now she was simply annoyed by his attitude. Nothing had happened, after all. She pulled herself up proudly. "We were just talking. It's what civilised people do."

She glared at Chuck moving towards him to pinch his arm painfully. "What was with you acting like a jealous boyfriend in front of Nate and Little J? Do you want him to find out about us?"

"Forgive me if it makes me a little queasy seeing you and Nate acting out your own little love scenes mere hours after I've been inside of you. But I can assure you Chuck Bass doesn't do jealousy." Even as he said Chuck knew it wasn't true. Right now he was consumed by it.

"Good," Blair said harshly, "then you shouldn't have a problem controlling yourself in the future. Nate and I are in this play together Chuck and I can't risk you making a spectacle of us all every time he and I are alone."

"Then don't be alone," Chuck said, using his body to back Blair up into the wall, placing his hand against it by either side of her neck, trapping her.

"We have to rehearse, Chuck," Blair answered, frustrated.

"The two of you can run lines just fine with me or Serena or the rest of the cast in the room."

"No, I mean that right now we need to get outside to the rehearsal. Nate and I have a scene to do," she pushed Chuck aside and made for the door.

Chuck cursed himself. This was exactly what he'd been afraid of. Blair going off to spend time with Nate, while he obligingly played right into his best friend's plans for reconciliation by fighting with her. He couldn't let her leave angry. He grabbed her arm to restrain her.

"What?" Blair snapped as she was spun around.

Chuck smiled calmingly at her, closing the distance between them so their bodies were almost touching, his hand still around her arm. He'd come in here when he heard that Blair and Nate had a scene to do, expecting to find her alone. Chuck had already come up with a plan to divert Blair's attention away from her ex, to ensure she remained sufficiently distracted during their rehearsals together and never turned up to them early, preventing the possibility of conversation with Nate before their scenes commenced. Given what he had just witnessed, it seemed more necessary than ever to put that plan into action.

Chuck placed a hand on each of Blair's shoulders, massaging gently. Then he slowly bent down to kiss her forehead, before placing soft kisses all along the side of her face until he reached her mouth.

"What?" Blair whispered again, bewilderedly and breathily this time, as he pulled away.

"How could I possibly let you leave for rehearsals so tense," Chuck murmured quietly, running his hands down her back soothingly, before cupping her ass and firmly pulling her up into his arms. "I would be doing the dramatic world a great disservice," he continued, as he pulled Blair onto a nearby velvet-covered couch, so she was sitting astride his centre.

Blair willingly let herself be dragged into another kiss, let him run his hands underneath her skirt and over her thighs, let his mouth move down to tongue the top of the crevice between her breasts left exposed by her blouse. But when she felt his hands beginning to tug down her panties, she began to jerk away, as if awaking from a spell.

"Chuck, we can't. There's no time. They want me out front and I'll be late," she reasoned.

Chuck cupped her chin. "I'll make it worth your while," he said, stroking the back of her neck delicately, lovingly, his dark eyes boring into hers intensely.

Blair gasped as he ripped open her blouse, feeling a button fly loose and spring across the room. But she didn't protest anymore, too caught up in Chuck's passion as he pulled her down for another kiss.

Chuck frenziedly tore the rest of the clothes from her body while ravenously licking and sucking on her breasts. Blair tried to press herself down harder on his pant-covered bulge, rubbing herself against it, but as it became clear that both of them required full satisfaction, she quickly undid his pants and reached in to pull out his throbbing, turgid member, massaging it expertly before impaling herself on it. Being in control of the furious pace of their lovemaking, seeing Chuck staring up at her with eyes full of lust, and awe, and gratitude, made Blair feel powerful, alive and free. She shuddered as she felt his fingers splay lightly across her rib cage, touching her as though she was the most delicate and precious thing he would ever handle. When she came in a series of waves, moaning his name, the rest of the world didn't exist, it was only the two of them.

After Blair had finished riding Chuck to his completion, they let their foreheads rest against each other, recovering their breaths.

"Chuck, you remember that story you told me?" Blair questioned suddenly.

Chuck met her eyes. "The fairy tale?" he clarified in surprise. He thought he and Blair had tacitly agreed never to talk about the admissions they made on that day again. Though he didn't regret making them, neither one of them liked reminders that they were or had been vulnerable.

Blair nodded shyly. "Yes. You said that the prince in the story had never really seen, or tasted, or heard things properly before he was with the princess. But...I wanted to tell you...I'm pretty sure the princess...had never really felt anything properly before the prince touched her. But after he held her, she felt alive."

Chuck closed his eyes and hugged Blair to him with a sigh, leaning down to kiss her forehead.

Blair had admitted that he made her feel something that neither Nate nor anyone else ever had, that he had been the one to awaken something deep within her. The admission made him happy, overjoyed in fact, but not complacent. Nate was obviously determined to win Blair back, and while he was relieved that Blair had seemed happy to palm Nate off on Jenny Humphrey earlier, Chuck knew that there were many pressures on Blair – from society, from her mother, from her friends – to be with a guy like Nate. It was lucky that Chuck had therefore come up with such an efficient, not to mention fun, method of erasing all thoughts of the other guy from her mind. And he would continue to do whatever was necessary to separate Nate from Blair. Because while neither one of them might be ready to declare it to the world just yet, Blair belonged to him.

Chuck was even more confident in that conviction when he saw Blair and Nate together on stage. His efforts at diverting Blair's attention away from Archibald had proved entirely successful. Blair had turned up late and out of breath for the rehearsal of the little Lottie scene, offering only flustered apologies to the aggravated Spencer and the disgruntled Nate, who had stoically withstood being stuck with pins during his fitting in the costume department in the hopes he would be able to get away quicker to meet Blair. Spencer, keen to get the delayed rehearsal underway, had given Blair no time to collect herself or attune to her character before instructing her and Nate to begin.

As a result, Blair seemed uninterested and somewhat distracted throughout her performance, frequently slipping into a day-dreamlike state as she reminisced about what she had been doing with Chuck mere moments ago, her body still exulting from the thrill of his touch. Nate's performance contained nothing to otherwise attract her attention. Having put off learning his lines until he had an opportunity to do so with Blair, Nate was unprepared, and so heavily reliant on the script in front of him that he could barely make eye contact with Blair, let alone develop a rapport between their characters. In a scene that should have been a poignant and tender reunion between two old lovers, their interactions were stiff and without intimacy.

Countless times Spencer was forced to ask the pair to repeat their lines with more feeling or restart the scene from scratch, but if anything they seemed to get worse the longer they went on, growing even more visibly uncomfortable as they realised how badly they were doing. Spencer was left feeling very disheartened. When he had first auditioned the pair he was sure that such a good-looking couple would have the requisite chemistry for their parts. But it was now evident that they had no spark, no fire.

A fact that had not gone unnoticed or uncommented upon by the various cast and crew members languidly watching the abysmal theatrical attempt. Everyone had been interested to see how the former power couple would deport themselves on stage, most hoping for violent screaming (from Blair) and tearful break-downs (from Nate), but the woodenness between the two was certainly just as amusing. The small but spiteful crowd of critics from St Judes and Constance had taken to snickering every time Nate stuffed up another line, or B missed yet another cue as she stared wistfully into space. Unused to such an unrelentingly callous reception even after many seasons in the notoriously backbiting world of Broadway, and at a loss as to what to do with the show's hero and heroine, Spencer eventually called for a five-minute break so that they could regroup.

It was then that Penelope and Hazel sidled up to a wryly amused Chuck.

"Well, I'd wish you good luck with your performance but I don't think it would do much good when you're acting beside Blair," Hazel smirked, although hers didn't contain quite the lethalness of Chuck or Blair's.

"I don't know why she was chosen for the lead, but it wasn't for her acting talent. She and Nate have zero chemistry," Penelope agreed with spiteful glee. She reached out and placed a hand on Chuck's chest. "I bet you wish now I wasn't just the understudy," Penelope cooed in his ear.

Chuck stood up abruptly, removing Penelope's hand from his shoulder with a look of utter distaste. "I think you'll find that the quality of an actress's performance depends entirely on the abilities of the man at her side. Now, if you'll excuse me ladies," Chuck spat, before heading to the front of the auditorium to waylay Spencer.

"Spencer, I believe you wanted to practise the 'Music of the Night' number next," Chuck put in smoothly.

Spencer turned in surprise, his brow furrowed and red with frustration. He _had _been planning to rehearse the 'Music of the Night' number, following the little Lottie scene, but that had been before the rehearsal began to run so long, and had become so maddeningly demoralizing. Now all Spencer wanted to do was go home and have a stiff brandy while watching _Desperate Housewives_ (his secret vice).

Spencer began, "I don't know if that's such a good idea now, to be..."

Chuck cut him off, grinning ingratiatingly. "Blair and I have been working really hard. One run through, that's all I ask."

Spencer nodded his curt approval, then turned to inform Nate and Blair that they would now be moving on to the 'Music of the Night' scene before finishing for the day. Nate took a seat gloomily in the front row of the auditorium. He had failed miserably in both the play and his efforts to re-connect with Blair. He could hear the whispers around the room about how they simply weren't believable as a couple. Nate couldn't understand how that could be, given their history. He also worried that if he couldn't be convincing as Blair's lover onstage, he'd never be able to convince her to resume their relationship off it.

Blair took her place beside Chuck, shivering as his mere proximity seemed to awaken her body from the dream it had previously been in. Suddenly every particle of her skin was tingling in anticipation. Chuck's eyes were glued on Blair as though nothing existed outside of her. As the opening music for the number began to swell, a hush descended on the people around the auditorium, as they felt their eyes pulled towards the stage, which was crackling with expectation. Gasps were heard as Chuck suddenly pulled Blair backwards into his arms, so they were both facing the audience, before he began to sing.

_Night-time sharpens, heightens each sensation ...  
Darkness stirs and wakes imagination ... _

Chuck's voice was reverberating clearly around the auditorium, but his head was tilted towards Blair's ear, as though he was whispering the words for her ears alone. His hands seemed to be constantly roving over her body, not roughly, but gently exploring the edges of her face, then down her shoulders, her arms, the sides of her stomach. Soothing her, inviting her to trust him, trust the Phantom. The spectators watched spellbound, caught up in the palpable sexual tension before them.

_  
Slowly, gently night unfurls its splendour ...  
Grasp it, sense it - tremulous and tender ... _

Blair's hands had now reached out to cover Chuck's, as if she was directing the course of their movements as they caressed her pliant body. Where her performance with Nate had been stilted and artificial, the bond between her and Chuck on stage was natural, effortless. Spencer sighed with joy, relieved that it appeared the show wouldn't be a complete flop. Even if Raoul and Christine's interactions remained lacklustre, they were sure to be eclipsed by the mesmerizingly tangible attraction between Christine and the Phantom.

_  
Turn your face away from the garish light of day,  
turn your thoughts away from cold, unfeeling light -  
and listen to the music of the night ...  
_

Chuck did turn Blair's face away, svengali-like, not from the light, but from the audience, from Nate, so that he was sure her eyes were fixed only on his. Yes, he might be a creature of the night compared to Nate's golden boy charm, but then again so was Blair. He needed to make her look down deep, into her core, into the part of her that he knew better than he knew himself, in order to admit it. Once she recognised that only Chuck could help her fulfil her darkest, most secret desires, Nate would no longer be a threat.

_  
Close your eyes and surrender to your darkest dreams!  
Purge your thoughts of the life you knew before!  
Close your eyes, let your spirit start to soar!  
And you'll live as you've never lived before ...  
_

As he softly murmured the final line of the verse the audience held its breath as Chuck's lips descended towards Blair's, as if to kiss her. Blair held her breath too, thinking, _wishing_ he would, knowing that if he did she would kiss him back, would make love to him with her mouth right on stage, in front of everyone, without a care, so aroused was she. But instead his kiss landed softly only on the skin at the corner of her mouth.

_  
Softly, deftly, music shall caress you ...  
Feel it, hear it, secretly possess you ...  
Open up your mind, let your fantasies unwind,  
in this darkness which you know you cannot fight -  
the darkness of the music of the night. _

Blair had stopped fighting, had given in to her fantasies of what it would be like to be possessed, consumed by Chuck, as he made love to her onstage, fuelling the audience's fantasies as well.

_  
Let your soul  
Take you where you long to be!  
Only then can you belong to me ...  
_

Chuck breathed the words as though they were a prayer, an incantation that would bind Blair to him, desperate for her to belong to him the way he was quickly realising he belonged to her. Once again his hands began skimming the surfaces of her body, fluttering against her collarbone, her stomach, her neck.

_  
Floating, falling, sweet intoxication!  
Touch me, trust me, savour each sensation!  
Let the dream begin,  
let your darker side give in to the power of  
the music that I write - the power of the music of the night ...  
_

Chuck's hands cupped Blair's face as he turned her to face him once more. She gazed up at him, as enthralled by his performance as the audience.

_  
You alone can make my song take flight -  
help me make the music of the night ..._

The auditorium erupted into clapping, cheers and a few wolf-whistles as the song ended. Spencer's clapping was thunderous as he manically shouted 'brava', tears in his eyes. He went up to congratulate his star pair, heaping compliments and praise upon them vociferously. Once the scene had ended, Chuck and Blair had once more put the correct amount of distance between themselves, appearing outwardly calm and collected. Of course, privately Blair was so churned up she felt like she might collapse at any moment, while Chuck wished the little director would stop talking so that he could escape with Blair to finish what they'd started.

In the auditorium, Nate sat shocked and morose, unable to comprehend what he'd just witnessed. He'd never seen Blair display such passion, such fire. That she had done so with his best friend made him sick to his stomach. He kept telling himself that it was just a play, that they had been acting out parts, but the sight had left him distinctly unnerved. If nothing else, he knew he had no hope of winning Blair back unless he found a way to match such a sizzling performance.

Serena was again left thoughtful and worried, more certain than ever that Blair and Chuck couldn't keep their relationship a secret for much longer. Seeing the pain on Nate's face as he watched the pair on stage, she knew it was only a matter of time before the conflict between this unexpected love triangle combusted.

Penelope glared sourly at the stage as Spencer continued to acclaim the acting talents of both Chuck and Blair. After seeing the disastrous rehearsal Blair had with Nate, Penelope had hoped that she would be called on to take over the leading role. Blair's success with Chuck therefore left her embittered. It also made her speculative. To her, it seemed Blair and Chuck had been a little bit _too _convincing. Could there be a reason why the ice queen seemed to thaw when she was in the arms of her ex's best friend?

"Hazel, I think we should keep an eye on Chuck and Blair over the next week or two," Penelope said thoughtfully to the simpering girl at her side.

Penelope's suspicions were confirmed a few days later, when they saw Chuck and Blair sneaking into the costume closet during an afternoon rehearsal, she leading him by the tie, he with a big smile on his face. Hazel made a move towards the door as if to surprise and confront them.

"No," Penelope stopped the other girl. "I think it would be better if we let this one play out."

Hazel's eyes popped. "Are you kidding? This is the biggest gossip since Brad dumped Jen for Angelina. Chuck and Blair?! I want to get pictures to send to gossip girl." She reached in her bag and pulled out her phone.

Penelope grabbed it. "No gossip girl," she told Hazel menacingly. "This is bigger than just some opportunity to hurt and humiliate Miss Queen B. We sit on this and wait for the moment of maximum impact."

Hazel stared at Penelope blankly for a few minutes, before a smile of comprehension lit up her face. "Like just before opening night?"

Penelope nodded. "Bit hard to star in the school play when you're prostrate with grief and humiliation," she purred.

_Please review! I love hearing what you all think, about what I write, the characters and the show in general._


	4. Masquerade part one

_Sorry it is so long between updates, I've been busy with uni. Hope we hear some more about what will be happening in the third season, particularly between Chuck and Blair, soon. If you know anything, please message me! I love spoilers! Also, I've searched youtube and there are no videos of Chuck and Blair to Phantom music, so if some of you have video software and are inspired by my story, I'd love to see some._

It was nearing the end of the second week of group rehearsals and Chuck Bass was perhaps more satisfied with life than he had ever had cause to be before. His plan to keep Blair distracted from Nate's inept attempts to win her back was proving highly successful. Chuck's strategy was simple. Whenever Spencer announced that Nate and Blair would soon be needed to perform a scene, Chuck promptly pulled Blair into the nearest costume closet/broom cupboard/disused stairwell and made love to her so expertly that she had trouble remembering her own name, let alone whatever feelings she once had for her ex, for at least an hour afterwards. It was even easier to keep Blair away from his best friend outside of rehearsals, as Blair proved amazingly willing to spend the majority of her free time with Chuck. After having to work so hard for so long to command Nate's time and attention, Blair was secretly thrilled to be with someone who seemed so eager to be with her.

And Chuck was surprised at how incredibly easy it was for him to spend time with Blair. In the past, for him sex had merely been sport. He enjoyed chasing women and bedding them, and most of the time he tried to make sure that they enjoyed it as well. But once those activities were over he really had no further interest in the women he was with, was rapidly bored by their mundane attempts to converse with him and usually showed them to the door as quickly and courteously as possible. However, Chuck experienced no urge to escape from Blair post-coitus. If anything, the opposite was true, and he was overcome by a compulsion to keep her riveted to his side, lingering in the afterglow.

Perhaps it helped that Blair was his oldest friend. (He had known her a full year before either of them met Nathaniel, as Chuck's father had been one of the original investors in Eleanor's company. He sometimes thought back wistfully to those days when Blair led him around by the hand at parties and introduced him very seriously in her four-year-old voice as her boyfriend, Chuck Bass.) And despite the expansion of his social circle over the years, Chuck had never ceased to enjoy Blair's company. She made him laugh, a rare feat, as his searing sarcasm brand of humour was not embraced by all. And she always challenged him, expecting him to meet her own high standards, yet at the same time managed to basically accept him for who he was as few others did. Blair never condemned his innate deviousness or moral ambivalence, rather embracing them as traits she herself shared, revelling in the opportunities to scheme together their new closeness provided. (They had already executed a rather brilliant plot to get rid of one member of the costume crew who wanted to dress Blair's character in pink taffeta and Chuck's in a red silk salsa style shirt.)

In fact, lately Chuck was so happy spending time with Blair that nothing else seemed to matter much. He was able to smile blandly at his father's acerbity, grin benignly at Dan Humphrey's self-righteous social awkwardness during his frequent visits to the newly amalgamated Van-der-Bass home. The guilt that Chuck had felt about deceiving Nate when he and Blair first got together had disappeared the more he realised how much he loved being with her. It helped of course that, with Blair occupying his mornings, nights and afternoons, he hadn't seen his best friend that much lately. And whenever he did see Nate his focus was almost entirely concentrated on how to keep him away from the only girl who had ever given the great Chuck Bass butterflies.

Nate had repeatedly accosted Blair, attempting to get her to agree to a private rehearsal between them. Actually, they desperately needed such a practice session, their performances together improving little since the first rehearsal. The chemistry between them was still noticeably lacklustre. But Chuck had thus far managed to prevent any opportunity for them to develop their onstage rapport or offstage relationship. His own scenes with Blair had continued to be acclaimed as exceptional and scorching in their sexual magnetism. Chuck took a great deal of delight in this public acknowledgment of his and Blair's obvious charisma together.

At present Chuck was watching Spencer and the dance choreographer block the 'Masquerade' sequence with the rest of the cast. The masked ball scene was intended to begin the second act with an extravaganza, the entire cast performing an elaborate dance as the workers at the opera house celebrated the re-opening of the theatre, Raoul and Christine exulting in their secret engagement before being interrupted by the jealous and malevolent phantom. Chuck stared at Blair intently from the wings, her face lit up with excitement as Spencer described his vision for the number. Chuck's wry grin at Blair's enthusiasm for the project was replaced with a discontented frown as Spencer placed Nate's arms around Blair, indicating the way he wanted Raoul to embrace Christine during the scene. Chuck's eyes continued to narrow in on the position of Nate's hands resting low on Blair's backside, so much heat emanating from his glare it was surprising that his best friend did not feel the burn.

Thankfully for Chuck's sanity and Nate's digits Spencer then called time for lunch. Chuck immediately relaxed, waiting for Blair to come and find him so they could sneak off for another hour alone together. But Blair appeared to be in no rush to join him for once, instead remaining beside her recent ex, smiling up at whatever he was saying to keep her detained on stage. Chuck approached them with a scowl. Serena, who had noticed his angry glares, also headed over in anticipation that she might be required for a peacekeeping mission between the trio.

"Keeping Blair from her lunch, Nate? You know how feisty she gets when she hasn't eaten," Chuck drawled.

Blair glowered at Chuck. His efforts to keep her away from Nate had not remained unnoticed by her. Although she did not object to the method he had been employing to keep her distracted (who would?!), his possessiveness became rather grating when it meant she couldn't even enjoy an innocent conversation with an old friend. She really was not interested in getting back together with Nate, but it was simply not logical for Chuck to expect her to never speak to Nate again.

"In that case you might want to keep out of reach of my claws, Bass," Blair purred, only her eyes reinforcing the seriousness of her warning.

"Wouldn't be the first time I've let a beautiful woman leave scratches on my back," Chuck teased, knowing that only Blair would be aware that in fact she was the one whose talons had inflicted both pleasure and pain on his skin as they raked across it in ecstasy only a few nights before.

As Blair blushed and huffed, Nate cut in with a smile, "Actually, I was just about to ask Blair if she would join me for lunch at Tribeca."

"I'm not really hungry Nate," Blair answered, hoping to avert a confrontation with Chuck and far from eager to go on a quasi-date with her ex in the first place.

"Oh, come on, Tribeca's your favourite," Nate cajoled.

"Shouldn't you be spending this valuable free time memorising your lines, Nathaniel? Seemed like the dialogue was still eluding you earlier," Chuck cut in harshly.

As Nate and Blair's faces both betrayed their irritation at Chuck's interference, Serena decided it was time for her to intervene. "Hey, why don't we _all_ go for lunch together and help each other learn our lines?"

Nate seemed to be considering this alternative, thinking that it would perhaps be less awkward to be with Blair in a group situation, when Chuck again interjected.

"Well, I'm afraid our lovely leading lady will be unable to join us. Spencer just told me that the vocal coach wanted to do some more work with you Waldorf." Chuck had no intention of letting Blair spend any time with Nate, even if under chaperoned supervision.

"Oh, well, maybe I will just go somewhere quiet to learn my lines by myself then," Nate said morosely. "Bye Blair." He shuffled away.

"And I suppose I better go see Tina. She probably wants to work on the aria," Blair said as she was left alone with Serena and Chuck.

"She does, but not until after lunch," Chuck smirked. "Now we've got rid of man-bangs, perhaps I can offer you something to whet your appetite?" Chuck reached out to stroke his thumb along Blair's mouth.

She swatted his hand away. "Ugh. I seriously doubt it. I'm sick of these jealous manipulations Chuck."

"Please, I was doing you a favour, I know you didn't actually want to spend time with your flip-flopping ex," Chuck snapped. "Now come have lunch with me."

"I already said I'm not hungry," Blair bit out savagely.

Chuck's eyes narrowed. "Don't give me that Waldorf, I happen to know all you had for breakfast this morning was a few mouthfuls of unsweetened grapefruit. Not exactly enough to sustain you the entire day. And you've been performing some very physical dance choreography. You need to eat to keep up your strength."

Serena stared at Chuck, surprised at his evident concern for her best friend's well-being. She was further surprised when, after rolling her eyes once, Blair acquiesced without further argument.

"Fine," Blair said grudgingly. She had learned that Chuck was much more observant than Nate had been about her eating habits, and quite happy to bully her until he was satisfied that she was well nourished.

"Good," Chuck responded smoothly. "Because I've had Arthur deliver us some sushi from Moriyama's, which I happen to know is your actual favourite restaurant, not Tribeca, and there is your favourite Belgian chocolate cake and French vanilla coffee to follow. There's more than enough for you too, Serena, if you'd care to join us in the Park?"

Serena's head was spinning as she struggled to take in this new Chuck Bass who it seemed was not only caring and considerate but apparently even slightly...romantic...given the proposed picnic in the park.

"Um, sure, sounds great," Serena answered bewilderedly. Chuck smiled, one of his few smiles of genuine happiness, rather than scheming maliciousness or smirking cynicism. Serena blinked at the sight. Blair was now smiling too.

And as she watched how often Chuck was able to coax smiles from Blair over lunch, Serena felt herself begin to grin too. She really had never seen Blair as happy as she had been these past few weeks. Seeing Chuck feed Blair mouthfuls of chocolate cake, which Blair had initially refused to partake, and whisper that she was beautiful in her ear, Serena could understand her best friend's recent exuberance. Because around Blair Waldorf, Chuck Bass really was sweet. Sure, he couldn't resist making the occasional smarmy comment, but apart from that was the epitome of chivalry not only to Blair, but to herself, personifying what her own mother would describe as the perfect dining companion – gentlemanly, well-bred with just a touch of rakish humour and an alluring aura of wickedness.

"Well, I better go find Tina before she gets grumpy and comes looking for me," Blair said at the end of the meal.

"As much as I'd enjoy seeing that particular catfight, Serena and I can pack up, if you want to head back straight away," Chuck replied, giving Blair his hand as he helped her stand up.

After Blair had left, Serena couldn't resist teasing Chuck about his newly found capacity for gallantry. "Well, I never thought I'd see the day when Chuck Bass prepared a picnic in the park for a girl. Getting picked up by the police for pursuing other activities with a girl in the park maybe, but never having a picnic."

"Please, sis, I was dragged along to the same classes in etiquette and decorum as you and Blair, and I think I profited from them much more than you did, if I may say so," Chuck mocked back.

"Ah, but you haven't deported yourself as a gentleman, at least not until you began spending so much time with a certain best friend of mine," Serena prodded.

"Maybe that's because that certain best friend is the only woman I've ever been with who deserves the title of lady," Chuck responded suavely.

Serena smiled, relieved that Chuck didn't seem to regard Blair the way he did his other conquests. She was happy her best friend was with someone who seemed intent on treating her right, glad that her worry about her best friend's involvement with the UES playboy over the past weeks seemed to have proved unnecessary.

"Well, for what it's worth, from a female point of view the picnic was very impressive," Serena told him seriously.

"Mmm, well the picnic was something I thought might be necessary after seeing Blair at breakfast this morning. Eleanor's insensitivity is beyond belief, even for a mother on the UES. Last night she told Blair that she didn't want her wearing any of her samples because she didn't want them stretched out of shape when she was showing them to prospective buyers. As though her old-fashioned rags wouldn't be a thousand times more appealing on Blair than on the emaciated pre-pubescents she sends down the runway," Chuck spat.

Serena was again impressed by Chuck's protectiveness of her best friend, although she was also concerned by the implication that Blair might be about to slip back into her old habits.

"Eleanor's always been like that, though. But Blair's been seeing her doctor again ever since..."

"Thanksgiving, I know," Chuck cut her off.

Serena was a little taken aback. She hadn't expected Blair to tell him about that, had been frankly surprised he was aware of her eating disorder at all.

Seeing Serena's shock, Chuck explained. "She called me that day before she called you, but it went to my voicemail. I came over later after I got it. She had sounded upset in her message and I demanded to know why."

Serena was even more astonished that Blair had called Chuck before she called her, even if they had had a fight earlier that day. Blair must really trust Chuck.

"Chuck, I know you and I have never really got on...,"

"Actually, you used to like me just fine back when you were permanently intoxicated," Chuck argued.

Serena glared but continued sincerely, "But I just wanted to tell you that I'm really glad Blair has someone else watching out for her."

Chuck smirked. "That's okay, sis. I happen to find your best friend very...watchable."

With that the pair headed back into the rehearsal, Serena having decided to officially give her stamp of approval to Chuck and Blair's somewhat unorthodox but surprisingly sweet relationship.

Blair was titivating herself in one of the dressing rooms after her meeting with Tina when Nate finally managed to accost her by herself.

"You should leave it down," Nate said as he came up behind her while she was fixing her hair. "Your hair always looks pretty when it's framing your face like that," he said huskily.

Blair brutally pulled her hair into a severe up-do. "I want it out of the way while I'm performing," she explained, although the real reason was that she had recently discovered that the nape of the neck was Chuck's kryptonite and she wanted to have some fun teasing him this afternoon.

"Right," Nate agreed. "Well, anyway, now we're finally alone I wanted to ask you if we could get together to practise our scenes tonight?"

Blair sighed. "I'm pretty busy Nate..."

"Just as friends, Blair," Nate jumped in quickly, intent on heading off her negation. "Not even that if you don't want to be. Colleagues if you like. I promise to be totally professional. Unless of course you ask me not to be."

"Nate," Blair laughed.

"Please, Blair," Nate pleaded, seeing her weaken. "I'm sick of looking like an ass who can't act in front of Spencer and the rest of the cast. And if I know Blair Waldorf she's not going to want to be anything less than perfect on opening night." He grinned winningly at her.

"Well, I suppose you and I could use some extra rehearsal time. Come over to my house about seven and we'll run through our main numbers together," Blair smiled. She would have to tell Chuck that she was busy Serena or one of her other friends. It was ridiculous of course, but then the lengths he was willing to go to in order to keep her away from Nate were perfectly ludicrous as well. Best not to arouse his jealousy over a silly little rehearsal. And she and Nate really_ did _need to practice. The awkwardness of their performances together were becoming distinctly embarrassing.

"That's great Blair," Nate said as they walked back to the auditorium, ready to being the 'Masquerade' number once more. But Nate's mind was solely occupied with plans for that evening. He'd bring some wine over to Blair's, they would drink a few glasses and after he'd sung to her while staring deeply into her eyes, he'd make his move.

_I'm leaving it there, although this is only about half the action I'd planned to include in this chapter. I'll try to write 'Masquerade – part 2' quickly, but since it's been so long since I updated I wanted to put this up straight away. Won't have time to work on the story tomorrow as I'm climbing the Storey Bridge. But, provided I don't fall off, I should be able to continue on Wednesday or Thursday. Reviews may inspire me to write faster! _


	5. Masquerade part two

_I didn't fall off the bridge! So the story continues._

"This number should be the school's theme song," Dan said suddenly as he and Serena casually conversed onstage while Spencer gave some much-needed direction to the chorus whilst blocking out the 'Masquerade' sequence.

"What makes you say that?" Serena asked, eyeing her boyfriend lovingly.

"Around here someone is always concealing something," Dan replied. Serena's eyes quickly went guiltily to Chuck and Blair, who were attempting to appear disinterested in each other as they waited to take their cues. Did Dan know something? Serena turned to look at her boyfriend, only to find his gaze turned in another direction, his eyes fixed on his little sister as she hemmed Penelope's costume. "Or trying to be someone they're not," he sighed heavily.

Serena rubbed Dan's arm soothingly, knowing he was worried about his little sister's efforts to be accepted into the inner sanctum of Constance's elite. With a little brother who had given her a fair share of worries too, Serena understood his concern. Being an older sibling wasn't always easy, especially as Jenny didn't seem at all prepared to acknowledge that with age might come experience. Dan's apprehensions for his sister made him even more appealing to Serena, although she personally believed that everything would come all right with Jenny in the end. Underneath her wilful ambition to be accepted (perfectly normal for a teenage girl), she really was sweet.

But Serena considered Dan's words as she and the rest of the cast swirled about the stage intoning the song's lyrics, realising that there was far more truth to Dan's statement than he perhaps suspected.

_Masquerade!  
Paper faces on parade . . .  
Masquerade!_

Serena was glad she'd found a nice, normal drama-free boy to be with and had a relationship devoid of the palaver that seemed to constantly threaten the lives of her friends. They really were all wearing masks.

_  
Hide your face,  
so the world will  
never find you!_

Blair pretended to be a perfect princess when Serena knew that most of the times Blair felt far from perfect and that she was actually happiest when she _wasn't_ acting like a princess. Chuck appeared to be an unfeeling, devil-may-care bad boy but Serena was beginning to believe this too was an act, a defensive one to protect him from the loneliness and fear of rejection that stemmed from his obviously tense relationship with his father. Both Chuck and Blair were hiding their feelings for each other from the world. Serena suspected that they were also hiding the extent of those feelings from each other as well.

_Masquerade!  
Every face a different shade . . ._

Nate likewise tried to live up to the golden-boy image his parents had constructed for him, to present a character worthy of his family's legacy, but Serena knew he secretly longed to be anyone else, to be able to act on his own feelings rather than his fears of others' reactions. He too was (rather poorly) trying to mask his feelings for Blair and his attempts to win her back behind the pretence of needing to spend time with her to practise for the play. He was meanwhile oblivious to Jenny Humphrey's attempts to transform herself into a mini-Blair in the hopes that Nate or someone like him would ask her out and confirm her tentative position in their social world. Even Penelope and Hazel were always whispering together these days, obviously keeping secrets of their own.

_Masquerade!  
Look around -  
there's another  
mask behind you!_

The whole Upper East Side was one big masquerade, Serena reflected ruefully. The direction of her ruminations was cut short when Chuck appeared on stage as the phantom, bringing a terrifying halt to the festivities. His appearance really was menacing as he advanced on Blair and Nate, or rather Christine and Raoul, and quite mesmerising in the implicit threat that seemed to spring from both his measured gait and burningly dark eyes. Serena shivered. She didn't believe anyone could merely _act _jealousy so well.

Placed considerably closer to Chuck's wrathful visage Blair concluded the same thing. It would definitely be better for her not to tell Chuck about her plans to meet up with Nate tonight to rehearse their scenes. The meeting would be entirely innocent, as their lousy performances together really did mean she and Nate needed to practise, but she knew Chuck wouldn't see it that way. So far Chuck had managed by scheming to prevent any such rehearsal between Nate and herself and Blair didn't doubt that if he was aware of it he would thwart this one too. Well, she wasn't having that. As he hadn't even saw fit to ask her to be his proper girlfriend yet, Chuck had no right to adopt such a possessive attitude. She could do as she liked. Blair bit her lip. As long as he didn't find out, she thought.

After the rehearsal ended, Blair quickly went to gather up her things and make good her escape. Chuck of course intercepted her.

"So, seeing as Eleanor's making one of her brief visits home I thought perhaps you could join me in my suite tonight. The chef at the Palace makes a parfait that I imagine would taste even better consumed off of your naked body," Chuck drawled in a low voice.

"Ugh," Blair delivered the response expected of her, even though the thought of Chuck licking cream off her stomach and breasts was giving her a distinctly tingling sensation. "You'll have to settle for using regular dishware Bass because I won't be putting in an appearance tonight."

Chuck's eyes immediately narrowed dangerously. "Why?" he barked.

Blair gave him a small smile and answered with self-conscious innocence. "Mother's hosting a small dinner party for the buyers from Bloomingdale's and apparently my attendance is required."

Chuck immediately knew she was lying because her eyes were doing that thing where they didn't match her mouth. It was the same expression she'd worn when they were six-years-old and she was telling Miss Pasternach that of course she and Chuck hadn't been the ones to push Lydia Forson-Smith into the mud on the playground.

"Want to try that again Waldorf except with the truth this time?" Chuck suggested pleasantly.

Blair's face transformed into a hostile glare. "I've told you where I'll be. I don't know why you'd think I'd lie."

"Mmm, I don't know, experience?" he taunted.

Blair squared off at him, her hands on her hips. She deeply resented his implication that she was a less than honest person, even if she was being not entirely truthful in this particular instance. (Blair's mother was entertaining buyers and Blair had offered to attend, but Eleanor had informed her that she couldn't afford any superfluous distractions while she negotiated business.) But to Blair the fact that she was indeed lying was beside the point. She had given Chuck her reasons for not being able to see him and he should just accept them.

"Don't you trust me, Bass?" she challenged warningly.

Chuck was spared answering by Nate's timely interruption. "So what time do you want me at your place, Blair?" Nate smiled, as he bounded over to her like an eager puppy.

Chuck threw a look of vindication to Blair, torn between anger at her deception and amusement at her evident discomfort.

"Joining the Waldorfs for an evening with the buyers for Bloomingdale's Nathaniel? I didn't think the fashion world was really your scene. Doesn't your mother still pick out your clothes for you?" Chuck mocked.

Nate smiled at his best friend, taking his gibes in good humour. Nothing could spoil his mood now he had finally convinced Blair to spend some time alone with him. "Actually Blair and I are finally meeting up for some much needed rehearsing. So what time do you want me Blair? I can be there as early as you like."

"Seven o'clock will be fine Nate, like I told you before," Blair said briskly, her cheeks flaming at being caught out in her lie.

"Seven it is then," Chuck agreed affably. He went on to answer the bewildered looks he was receiving from both Blair and Nate. "You and I need to practise our scenes together too Nate, so Blair very graciously invited me to join you earlier."

"Oh," replied Nate, considerably deflated as the prospect of an intimate gathering of two disappeared. "But the Phantom and Raoul only really have one piece of dialogue together," he argued, perking up considerably as he remembered this objection.

"Ah, but it's the final, and therefore most important, scene," Chuck smirked. "And Christine is there for it too, making this arrangement perfect. Besides, I think I could benefit from an extra rehearsal as well."

Serena and Dan arrived in time to hear the tail-end of Chuck's words, Serena steering Dan purposefully towards the trio as she sensed Blair's romantic triangle was once again headed for trouble.

"An extra rehearsal?" Serena piped up in a determinedly chipper manner. "You can count me and Dan in. We could all use more practise. And we'll have heaps of fun helping each other out." The more people to act as buffers between Chuck, Nate and Blair the better, Serena thought to herself.

As Dan stared at his girlfriend in horror that she had just obligated them to spend an evening with three people he loathed, Nate told her in a resigned voice that they would be meeting at Blair's house at seven.

"On second thought, I don't know if this rehearsal is such a great idea," Blair protested, eyes shooting daggers at Chuck. "My mother's entertaining tonight and I don't know how she'll react to so many of us declaiming just down the hall."

"No problem," Chuck cut in smoothly. "The Van-der-Bass household can certainly accommodate us all. Humphrey seems to have taken up residence there lately anyway now that he can sponge off his lover rather than endure the grime of Brooklyn," he paused to shoot Dan a derisive glance but continued before allowing the other boy to respond, "and you know my friends are welcome there anytime. I love _having _them." Chuck's final words seemed to encompass both Nate and Blair but the way he stared at the tiny brunette made the double meaning of his words perfectly apparent. To everyone but Nate.

"Thanks man," Nate grinned at his best friend. He was grateful that Chuck's offer of accommodations meant the rehearsal wouldn't have to be postponed and he would be able to spend some time with Blair, even if it wasn't quite as alone as he originally hoped. But he was trusting that Chuck would come up with a way to get rid of Serena and Dan when the moment was right, giving himself and Blair the privacy they needed if he was to put his plans for wooing Blair back into action.

"Well, if that's settled I suppose I better go home and change," Blair said abruptly and rather crossly. "Serena, won't you join me?" Blair hoped she would be able to brief Serena on how they were to prevent World War Three from occurring that night.

Dan followed the two girls, even though Blair had pointedly not asked for him. Better to deal with Blair's derision than be left to face Chuck's hostility. He didn't think much of Nate's vapidness either, but still found it hard to understand why the somewhat clueless but not inherently bad guy was friends with someone as evil and sleazy as Chuck Bass. How could Nate not see the way Chuck was constantly dropping innuendoes around Blair? He obviously wanted her, best friend's ex or not.

Chuck and Nate were thus left alone. As Chuck moved to leave, Nate put his hand on Chuck's shoulder.

"Man, can I talk to you a minute?" Nate said.

Chuck tensed inwardly, worrying he had gone too far with his last comment and that Nate might suspect something was going on with him and Blair. But outwardly he remained serene. "What's on your mind, Archibald?"

Nate dropped his hand to his sides and sighed. "I haven't been having much luck getting back together with Blair."

"I've noticed," Chuck said drily, battling a smirk.

"Tonight was supposed to be an opportunity for us to be alone but now there will be five of us," Nate went on.

"So you're hoping I can distract Serena and Nate so you have a chance to win back your lady fair," Chuck finished coolly, appreciating the irony of the situation.

"Actually, I was hoping for a little more than that," Nate grinned conspiringly at Chuck.

More than the chance to rip my heart out through my chest, Chuck thought. This ought to be good.

"Pray tell, Nathaniel."

"Well, I still have the key to your suite that you gave me in case of emergency," Nate explained. "I was thinking that at some point in the evening I could find a pretext of going downstairs there with Blair. And as long as no one interrupted us, I think I could get her to stay there with me."

Chuck felt his stomach turn at the happy image Nate depicted. Chuck was not only supposed to just stand aside so that his best friend could have the only girl Chuck had ever felt anything for, but he was supposed to cheerfully offer up his bed in order for them to do so.

"You mean you plan to seduce her in my room?" Chuck inquired sharply.

Nate coloured slightly at Chuck's bluntness. "Well, I didn't think it would be a problem. You gave your room key to her once before so that we could..." his defensive words tailed off.

Chuck's heart stilled at the memory of his former blithe attitude towards the prospect of a sexual encounter between Nate and Blair. He had once been positively encouraging of such a union. It seemed a lifetime ago. Yet he had to admit that a small part of him had always been relieved every time the couple failed to consummate their relationship. Back then he had been careful never to consider why that was. Then, towards the end of Nate and Blair's relationship, he had pushed them to be together because he needed the suspense to end once and for all. He needed for Blair to officially belong to his best friend. It was the only thing he could think of that might once and for all banish the inappropriate allure she held for him. He had been certain that her attraction lay only in that she was forbidden and untouched. Now she was neither of those things and he wanted her more than ever.

He did _not _want her to have a chance to get back together with her ex. In his suite no less. But Nate would be suspicious if Chuck denied his request. And would no doubt simply find some other way to get Blair alone, if not tonight than on another occasion. So Chuck needed to seem like he was helping Nate when he was actually working against him. He smiled broadly as a plan occurred to him.

"Of course, you can use my suite if you want Nathaniel, but can I offer you some advice?" Chuck declared casually.

"Sure," Nate shrugged.

Chuck smirked in satisfaction. "Well, I think you might have a harder time getting Blair back than you think. Frankly, she hasn't seemed particularly interested in your attentions of late."

"Do you think there's someone else?" Nate asked worriedly.

"Possibly," Chuck answered. "At any rate, I think you're going to find Blair needs a little...encouragement."

"Like what?" Nate quizzed, perplexed. "Jewellery?"

"I doubt you can bribe Blair back to you with a few baubles," Chuck commented derisively, although he certainly hoped Nate wouldn't put Blair to that test, knowing her weakness for diamonds. Then again Nate's taste in accessories had never matched his own. "I was thinking more along the lines of invoking Blair's competitive spirit."

Nate's brow grew even more confused.

"Make her jealous," Chuck spelled out patiently. "If she thinks you like someone else, you'll become irresistible again."

"I don't know," Nate said slowly, remembering how angry Blair used to get when he looked at other girls. But Chuck was an expert when it came to women. He understood emotions and how to manipulate them much better than Nate did.

"Well, what would I have to do? Flirt with some random girl?" Nate mused.

"I think to guarantee a reaction from Blair you're going to have to hit a little closer to home than that. Besides, if you're going to put this plan into action tonight there is really only one option available. Serena." Chuck's smirk grew wider as he pictured Blair's disgust at her ex once more fawning over her best friend.

"Are you crazy? Blair will be seriously pissed if I start messing around with Serena," Nate objected.

"Nathaniel, have I ever steered you wrong before? Trust me. There's nothing worse than imagining the person you love getting with your best friend. It will drive Blair insane. And straight back into your arms," Chuck enthused with the persuasiveness of the devil himself.

"Okay, I'll think about it," Nate said as they prepared to depart.

Chuck grinned. Suddenly he was looking forward to tonight after all.

At half past eight that evening Chuck's smile was just as broad. Blair and Nate had been rehearsing for over an hour and the results were everything he could have wished for.

When Blair had arrived at the Van der Bass suite fifteen minutes early Chuck had figured there was just enough time to continue his plan for keeping her distracted, seeing as Nate always turned up everywhere at least a quarter of an hour late.

So although Blair had protested that she was still angry about his jealous scheming and manipulations, even proclaiming that she had very little interest in sleeping with him ever again, Chuck had pulled her into his room, gradually silencing her protests with fluttering kisses along her neck, jaw and eventually her mouth. Truthfully, Blair was so relieved that _he _wasn't still angry about her lie that afternoon that, after making the standard objections, she abandoned herself to Chuck's ministrations with a great deal of enthusiasm.

Blair's body shuddered as Chuck kissed his way up her thighs, planting his lips first on one then the other as he made his ascent. When he eventually reached her apex, he took his time manipulating her sex with both tongue and fingers until Blair was writhing madly beneath him. He would have been happy to bring her to completion that way, but Blair was having none of it. She flipped them over so she was on top of him, unbuckling his pants and pulling him from his boxers in a frenzy. She paused to then run her hands roughly over his pebble hard nipples, making it Chuck's turn to groan in frustration as she tormented him with mouth and hands. But, already aroused, he could not bear it for more than a few minutes before he growled 'enough' and turned Blair over once more, taking her in one swift movement as she lay beneath him.

Somewhat worn out by Chuck's energetic lovemaking, when Serena, Nate and Dan were assembled Blair approached the rehearsal with something less than the fervour required for a truly passionate performance. Nate had originally intended to disregard Chuck's advice, but as Blair continued to remain unmoved by his attempts to converse with her, only speaking to him in order to criticise his performance, he determined to throw caution to the wind and hope that jealousy might achieve what flattery had not.

Nate had proceeded to openly flirt with Serena, complimenting her performance, her outfit and almost every aspect of her physiology to Chuck's amusement, Blair's disgust, Serena's annoyed confusion and Dan's increasingly bewildered anger. With the focus of his concentration upon fluttering his eyes at Serena (an action that Chuck had to stop himself from laughing out loud over), Nate's performance had not improved.

"It might help if you actually looked at Blair while talking to her," Dan snapped grumpily.

Nate coloured. "I suppose you think you could do a better job? Even though I was chosen for a lead while you're in a bit part?" he demanded, cross over his lack of success with both Blair and the play. He was feeling more and more foolish about his attempts with each.

"And you won the role entirely on merit rather than nepotism, I'm sure," Dan muttered. "But despite my more humble part, I have seen the musical performed several times and so I can in fact show you how Raoul's lines are meant to be delivered."

Dan stood up and took Nate's place beside Blair. Nate moved aside uneasily. Then, perceiving an opportunity to further inflame Blair, he took Dan's seat beside Serena, stretching his arms around the back of the couch and allowing his thigh to touch hers. Dan's eyes narrowed at this closeness and he determined to show both Nate and Serena that, despite being from Brooklyn, Dan Humphrey could do romance better than any schmuck from the Upper East Side.

"Well, to begin with, you're bearing is entirely too stiff for talking to someone you're supposed to be in love with," Dan said. "When you love someone, you constantly want to be touching them."

With that, he grabbed Blair's hand in his own and drew her closer to him. "Like this," he said.

Both Chuck and Nate's eyes narrowed at Dan and Blair's closeness. It didn't sit well with either boy.

Blair's initial reaction to Dan's pulling her into him like that had been irritation. She was on the point of telling him that she refused to be touched by a reject from Brooklyn even for the theatre's sake, but stopped when she darted a glance towards Chuck and Nate. Then she understood what Dan was doing. She wouldn't have expected such guile from Serena's unkempt boytoy. Blair decided to play along.

"Maybe Christine should put one arm around Raoul's neck," Blair said sweetly, proceeding to entangle herself in Humphrey's arms even further.

"Ri..right," Dan stuttered nervously. He had begun this game, but had forgotten that it was Blair who was the expert player. He was reminded of it now, as his gaze unavoidably met her sparkling eyes. And why did she always have to paint her lips that distractingly delicious shade of red? He stole a re-assuring look at his girlfriend, who did not appear affected by the close embrace between her boyfriend and best friend. But on either side of her, Dan met two murderous glares. Not only Nate, but Chuck it seemed, was livid. Dan had not expected that. He swallowed nervously.

As he and Blair performed the interlude in the Masquerade scene where Raoul and Christine discussed their engagement, punctuating it with numerous caresses and fond looks, Chuck's ire only increased. It didn't matter that he knew Dan was only doing it to annoy Nate for flirting with Serena, or that it was, after all, the way the scene was meant to be performed. He didn't like seeing Blair in the arms of any other man, no matter how innocently. She was too delectable for her own good, and feeling those warm, soft curves beneath his hands might put ideas into the head of even a saint. And despite his holier-than-thou attitude Dan Humphrey was no saint Chuck decided as his eyes narrowed on the way the boy's gaze seemed locked on Blair's pouty lips, still slightly swollen from his earlier kisses.

"I think that's enough for tonight," Chuck announced testily, springing up suddenly as it approached the moment where the script directed that Raoul and Christine should kiss. "Waldorf looks like she's been up since about four a.m."

Blair glared at the gibe. Chuck knew that she had been up that early because that was when he had woke her up for a little early morning loving. And while he had been able to go back to sleep afterwards, _she _had not. It wasn't her fault she looked exhausted. The evening had been horrible, straining her nerves to breaking point, and it was all because of HIM.

"Well, as I'm so obviously too tired for anything else, I guess I better be leaving immediately," Blair hissed. "Although perhaps I wouldn't be so fatigued if it had just been a rehearsal between Nate and I. Having other people here seems to have distracted us." She shot a disgruntled look at where Nate was still seated beside Serena, and a furious glance at Chuck, before storming out and slamming the door.

At Blair's words Nate had risen as if to arrest her exit, but she was too quick and he was too indecisive. He had been happy that Chuck had called an end to the performance between Blair and Dan when he did, as he too was eaten up with jealousy, but was not sure how he could halt it when he was supposed to be pretending nonchalance. However, now Nate was incensed that he had lost another chance with Blair, at least partly because of Chuck's bad advice.

"Well, thanks a lot, Chuck," Nate said angrily. "She hates me more than ever. So much for your big plan of making Blair jealous by flirting with Serena."

"Wait, that's what was going on here tonight?" Serena said, glowering at both Nate and Chuck.

"You actually thought that would work?" Dan asked incredulously of Nate.

Nate frowned at Dan. "And you," he began angrily, "just watch your hands next time." He finished lamely before also exiting.

Dan was actually relieved that Chuck had interrupted before the fateful kiss. Although part of him had been tempted to discover what it was like to kiss the brunette beauty, he knew that was a sick, twisted desire. She's not only your girlfriend's best friend, she's a whiny, diabolical witch who takes great pleasure from humiliating you on every possible occasion, he reminded himself. That she has the silkiest, smoothest skin you've ever felt is absolutely irrelevant, Dan's internal lecture continued sternly as he resumed his seat beside his girlfriend.

"Chuck," Serena said sternly. "Did you really tell Nate that flirting with me would help him get Blair back?"

Chuck took a sip of the scotch he had poured himself earlier. "Only after he came to me this afternoon seeking advice about how to seduce my girlfriend in _my _room."

"Wait, wait, girlfriend?" Dan sputtered. "Did I miss a few chapters? Since when does Chuck Bass have an actual girlfriend?"

"Keep up, Cinderella," Chuck remarked snidely. "And if you fondle her again the way you were before I'll be more physical in the way I put a stop to your performance. I don't care if it is only a play."

Dan stared open-mouthed as the wheels slowly revolved in his mind. Normally he was quicker on the uptake but the weird events of the evening - watching his girlfriend's one-time lover flirt outrageously with her and then holding that girlfriend's best friend, who he happened to hate, in his arms as said girlfriend, former lover and now it seemed secret boyfriend looked on – had thrown him off-balance.

"You mean, you and Blair?" Dan asked, shocked. As much as he disliked Blair, he could not envisage her allowing herself to become the plaything of a guy like Chuck.

Chuck merely smirked in response.

"Chuck and Blair?" Dan queried his girlfriend stupidly.

But Serena's eyes were still trained on Chuck. "How could you treat him like that Chuck? He's your best friend and he actually thinks you want to help him get back the girl he dated for almost ten years."

Chuck glared at her. "Oh, you would take his side. Never mind that we both know he's no good for her. And that he's trying to take what's mine. Or that she lied to me about where she was going to be tonight."

"You know as well as I do that she never intended anything to happen with him tonight, but wanted a chance to practise with him without you to interfere and distract her. That's why you weren't even angry with her earlier, that is if the sounds coming from your bedroom were anything to judge by," Serena argued coldly.

"That's what that was?" Dan was horrified. "Blair and Chuck? Chuck and Blair?"

Serena continued as if there had been no interruption. "And you also know that Nate has absolutely no idea about you and Blair, so he can hardly be accused of trying to take what's yours. For that matter, I think even Blair would be surprised to hear you referring to her as your girlfriend."

"Blair knows how I feel," Chuck muttered. "She should know better than to arrange cosy get-togethers with her ex."

"I'm sure she knows you're jealous," Serena responded calmly. "A precocious three-year-old could see that." But Serena was already taking pity on Chuck, who now seemed quite dejected. Perhaps she could offer him some advice that would help him and Blair both. "But I don't think you've been honest about your feelings for her yet."

Seeing Chuck's sad, distant gaze, Serena added softly, "Or that she's been honest about hers for you."

Chuck instantly locked eyes with her. "You think our leading lady might have reclaimed her heart from her former prince? The golden boy extraordinaire?"

"I think she can't give it to you until she's sure you'll take it. And that you both need to be a little more truthful, first with each other, then with Nate. It is the only way to avoid further heartache. For everybody," Serena concluded sagely.

Chuck's face grew wary. "I'm going to go to my suite for the night. I need some time to think about things. Alone."

With that, he left. As he went out the door he could just faintly hear Dan still repeating in a confused voice, "Chuck and Blair. Blair and Chuck."

"Yes," Serena replied. "And in a weird way I actually think they make sense together." Chuck smiled as the elevator doors closed.

He opened the door to 1812 only to have a hairbrush come whizzing past his left ear.

"You ass!" Blair yelled from her position on the couch across the room.

"Good evening to you to, sweetheart," Chuck answered calmly. "Who needs whispered endearments and something hot cooking in the oven when I have name-calling and missile-throwing to come home to?"

He hadn't expected to see Blair waiting here for him, thinking she intended to make good on her threat and return home. But he had given her a key to his suite a few weeks ago and she had obviously decided to make use of it. He had never given a key to any other woman before, fearing that he would indeed return to his room to find objects flying at his head, or to discover his precious collection of scarves and bowties cut into confetti.

Yet seeing Blair before him, her cheeks deliciously pink with anger, he did not regret the momentous decision to present her with a key that meant she'd be able to intrude into his private sanctum any time she liked. Even if she was enraged, he liked that she was here.

"Can I offer you a drink?" he offered suavely, moving towards the bar to pour himself a scotch.

Blair stood up menacingly, moving to stand beside him in order to vent her anger more clearly.

"There's only one thing you can offer me and that's an apology, you interfering oaf. I've never been so humiliated in my entire life. I know it was you who set Nate to flirting with Serena, he could never come up with such a ridiculous scheme on his own. And then I had to be pawed at by Dan Humphrey. I can't believe I ever got involved with such a miserable, low-down, conniving..."

The rest of her furious words were cut off as Chuck whipped her up in his arms and kissed her, hard.

"Sexy, take-your-breath-away prince charming?" Chuck suggested helpfully as he pulled away from her lips, yet keeping her tightly enclosed in his arms.

Blair indeed had to struggle to regain her breath and re-order her thoughts after being kissed like that by Chuck. "Prince charming, huh," she huffed. "Dark lord or devil, more like."

"But you're not arguing with the sexy part," Chuck smiled as he took her lips with his again.

"Maybe not," she admitted ruefully after the second kiss ended. But she then fought her way out of his embrace and set about pouring herself a drink. "Doesn't mean I don't think you're an ass."

Chuck considered for a moment. He could keep fighting with Blair, or he could try and take Serena's advice. He sighed and prepared to do something completely unfamiliar to him. Chuck Bass was going to try to be open and honest.

"I'm sorry you're upset by my behaviour," he said softly. "You were right when you said I was jealous. I am. And I've been trying to keep you and Nate apart for the last few weeks. He told me he wants you back and I wanted to prevent that from happening. But I'm not sorry I stopped the two of you from being alone tonight. I want you, Blair. For more than just sex or the occasional night together."

Blair stared at Chuck in surprise. His face for once was completely serious, devoid of even the smallest smirk. His words were stoking that glow in the pit of her stomach again. And although she knew it was dangerous, for once she wanted to give in to the sense of safety and comfort it brought.

Blair's throat worked nervously as she stared into Chuck's eyes. "In that case, I guess I can forgive you Bass," she said shyly, her hands reaching up to clasp his neck. "Because I want to be with you too, Chuck. Not Nate. You have nothing to worry about with me and him. I'm sorry I lied to you earlier. I just thought it would be easier."

"I know," Chuck said, leaning down to kiss her once more. He then collected their drinks and moved them into the living room.

"So I'm curious Bass," Blair asked, smiling slightly. "What brought on this sudden burst of honesty?" Surprisingly she moved to sit cross-legged on the carpet by the coffee-table, rather than taking a more conventional seat on the couch.

"Helpful suggestion from my charming step-sister," Chuck grinned, joining Blair on the floor. "She said we could both benefit from a dose of truthfulness."

"To honesty, then," Blair said, raising her glass in toast.

"When the occasion calls for it," Chuck agreed wickedly, clinking her glass with his own.

"Does the occasion call for it now?" Blair asked, a gleam in her eye.

"What did you have in mind?"Chuck responded cagily.

"How about a game?" she purred.

"You know how I love games," he whispered, leaning in close. "Does this mean we'll be moving into the bedroom?"

"Not necessary, this carpet is quite soft," Blair whispered teasingly. "But that's not the sort of game I had in mind. How about a round of 'I Never'? I want to see how honest you can be." They were leaning in so close to each other their lips were almost touching.

"I'll get a bottle. We'll need more to drink if you really intend to put me through my paces," Chuck replied in a strangled voice as he struggled against the irresistible need he felt to crush Blair into his body whenever she was that close to him.

Chuck refilled both their glasses and placed the bottle between them. He then resumed his seat opposite Blair, not thirty centimetres separating them, as he stared purposefully into her eyes.

"Ladies first," he said.

"I never freaked out because I got an A- instead of an A on a test," Blair started with something easy, taking a swig from her glass.

Chuck rolled his eyes at the admission of something that was hardly a secret on Blair's part. Indifferent to his own grades, Chuck did not touch his glass.

"I never kept that sweater you lost a few weeks ago because I like smelling it when you're not around," Chuck offered more daringly, swallowing a large amount of scotch as Blair looked at him with a mixture of shock, anger and, possibly just a little secret pleasure.

"I accused one of the maids of stealing that, jackass," she scoffed, swatting his arm. Her face became more serious. "I never like to look at you while you're sleeping," she said quickly, eyes trained on her glass in embarrassment as she drank.

But when she looked up, she saw that Chuck had taken a drink too. "I never feel an uncontrollable urge to reach out and touch you, even when we're in public," he said, lips curling in pleasure as Blair also reached for her glass.

"I never regret telling you to murder the butterflies," Blair responded, drinking once more.

"I never think that that night in the limo was quite possibly the best night of my entire life." Two glasses raised.

"I never think about calling you twenty times a day and then don't because I'm afraid you'll think I'm a needy stalker." Again they both drank.

"I never used to fantasise about being with you while I was with other girls," Chuck admitted.

"I never used to imagine what it was like to be one of those girls." Blair's turn to drink.

"I never had thoughts about you that I shouldn't while you were with Nate." This time Chuck really was surprised when Blair also raised her glass to drink.

"I've never felt about anyone the way I feel about you." Again Blair couldn't bear to look at Chuck as she made this admission, until she saw out of the corner of her eye that he was also lifting his glass.

"Really?" Blair quavered.

"Absolutely," Chuck responded certainly. "Although I'm surprised you feel that way, given all the years you were with Nate."

"I know, but it's true. Looking back now I think all I ever felt for Nate was infatuation, built on a kind of dream of him and how our life would be together that only ever existed in my own head. But what I felt for him was never as...intense...as what I feel when I'm with you."

Their masks stripped away, Chuck gathered Blair into his arms, kissing her forehead before laying her head on his chest as he stretched out on the carpet. The alcohol had made them both drowsy, and they found it quite pleasant just to lie there in each other's arms as they drifted off to sleep.

That was how Nate found them as he crept into Chuck's suite in the early hours of the morning to apologise for yelling at his best friend the night before. Blair's head was resting on Chuck's chest, one leg thrown over his thighs and one arm tossed over his shoulder. Chuck's arms meanwhile were encircling Blair's waist. They were both still fully clothed, an almost empty bottle of scotch on the table beside them. Each had a smile playing around their lips. After initially freezing at the sight, Nate eventually turned around without waking the pair and let himself out the door.

Nate headed for the park, hoping a long walk would clear his head, enable him to make sense of what he had just seen. He had walked in on some strange sights in Chuck's suite before, and had learned to be prepared for just about anything when entering his lecherous best friend's lair, but nothing could prepare him for the spectacle of his ex-girlfriend being held almost tenderly in his best friend's arms as they slept on the living room floor. If it was with anyone else the display would almost have been sweet. But given the girl's identity, it had simply made Nate's blood boil.

Calm down, Nate, calm down, he commanded himself as he felt his hands begin to shake with anger. You don't know that anything actually happened between them. They both still had all their clothes on. And judging by the empty bottle of scotch, it is possible they just got drunk and fell asleep talking. Then somehow ended up in each other's arms, a sarcastic voice said inside his head. Well, that is quite natural when people fall asleep in close proximity to each other, he reasoned. But what was she doing there in the first place, the other voice demanded.

Stop it Nate, he commanded himself. They're old friends. Except Chuck Bass doesn't have female friends, he thought. He has conquests. And Chuck had never been shy about making comments about how hot Blair was, even when she was with Nate. But he says things like that about all the girls, the calmer part of Nate reasoned. It doesn't mean anything. Chuck was his best friend, had been forever. He would never do something like that to him.

Except he was Chuck Bass. There were few things he considered sacred. Surely his best friend's ex was one of them? But if not, he'd have had plenty of opportunities to charm and seduce Blair, right under Nate's nose even. In the play the pair obviously shared sexual chemistry. Perhaps it had led to some real-life experimentation?

No, Nate thought. Even if Chuck had gone after Blair, she would never have fallen for his lines. She knew him too well. She would also never do that to Nate. Blair was devoted to him. Until you broke up with her, the argumentative voice in his head taunted. Now she seems to barely know you exist. Perhaps because your best friend has erased all thought of you from her head? Maybe she thought it was fitting, a form of revenge, after what you did with Serena. Or maybe she even really likes him. They have always been good friends.

No, no, no. Blair was too classy for a guy like Chuck. Nate knew she'd never be one for some tawdry affair. Except he never thought she'd pass out drunk in Chuck's suite either, in Chuck's arms no less, but at the very least it would seem that was what happened. And if he thought back, Chuck really hadn't been as helpful as he might have in Nate's quest to win Blair back. The disastrous advice he'd given Nate last night was a case in point.

Nate continued to walk briskly around the park, torn with indecision as he tried to make sense of the scene he had witnessed, his head full of suspicion, fear and questions.

_Reviews are love and I'm an erotomaniac. Please help!_


	6. Masquerade part three

_The story continues in all its drama! Thanks for all the great review guys, especially to LetMeIn1812, I love the detail that you put in, it is really rewarding as a writer. I also have to give a special thanks to ana-12 who has created a trailer for this fanfiction. I was so surprised and touched! It's absolutely awesome and you guys can check it out at: .com/watch?v=8C3C6A7RN3g Also, I wrote two new one-shots last week – 'Ringtones' and 'Five times Chuck asked Blair to marry him'- and I'd love to hear your feedback on them if you haven't taken a look already._

As the sun started to stream in through the living room windows, Chuck awoke to find Blair still nestled in his arms on the living room carpet. He struggled to hold his body motionless. The floor was hard, one of his legs had developed pins and needles and he could really use a trip to the bathroom – but there was no way he was moving from this spot. He intended to stay quiet and immobile for as long as Blair continued to sleep, so that he could revel in the feeling of being allowed to hold her warm body close to him.

Chuck used to have a theory of relationships. Basically it was that one's interest in someone developed in direct proportion to their disinterest in you. It was how he had initially tried to explain away his attraction to Blair – she was a virginal society princess with romantic delusions of princes charming and castles in the air and he was a cynical, vulgar new money playboy with no sense of romance whatsoever; basically the last man on earth she would ever condescend to sleep with. But then she had slept with him and rather than his attraction abating, his desire had only increased. Instead of feeling like he had achieved a goal, Chuck had felt like he was at the beginning of a challenging but rewarding mountain climb. Last night, when Blair had admitted that she felt more intensely for him than she had for Nathaniel, it had felt like he'd reached the peak. But this morning that feeling only seemed to make him want more than ever to keep her encased securely in his arms.

He stared, mesmerised, at her face, angelic in repose. The early morning light allowed him to fully appreciate the true beauty of Blair's skin, pale and flawless even without the aid of make-up. Her hair had tumbled into unruly curls about her face as she slept, making Chuck want to twist them round his fingers to see if they would spring back into place if he pulled on them. Every now and then her mouth would twitch as though responding to so some pleasant dream, a most provoking sight. Chuck found it harder and harder to resist the impulse to lower his mouth to hers.

Like Sleeping Beauty he would rouse her from slumber with a gentle kiss. Blair surely wouldn't be too mad at him for waking her up if he told her he was inspired by the fairy tale spirit...

He brushed her lips softly with his. "Chuck," she whispered into his mouth, before attacking it with her own.

He had not foreseen her passionate response. Whereas Chuck had approached her gently with the merest touching of mouths, Blair responded with ardent enthusiasm, teasing his tongue with hers before placing small kisses along his jaw line.

"Chuck," she moaned again as she flipped them over so that she was on top of him. The better to devour him, Chuck realised as she continued the best make-out session of his entire life. He had not anticipated anything more than a simple kiss, but Blair's hot-blooded hunger was arousing his own.

"Blair," Chuck groaned, as he hands skimmed up her sides before pulling her tighter against him.

"Chuck," Blair moaned once more, except this time it had a much more whiney quality as she broke free of his grip to move into a seated position on his middle.

"How could you let me drink so much last night, Chuck? My head is killing me. And sleeping on the floor? I'm going to be all ache-y and bruised for days!" she grumbled, pushing her dishevelled hair from her face to glare down at him.

Chuck paused for a minute, flustered. Man, even half-asleep she could still play him well, he thought. Transforming from a vixen capable of turning him on more than any other woman ever had one minute into a demanding, spoilt little princess the next. Surprisingly, he enjoyed both incarnations. The first aroused, the second amused. He was overcome with a compulsion to satisfy both.

He chuckled slightly as he grabbed her hips while sitting up sharply, bringing them face to face once more.

"As I remember Waldorf, you were the one that suggested the drinking game. And you can't blame me that you've never learned to hold your liquor. I offered you plenty of opportunities to build up your alcohol tolerance levels before now, as did Serena for that matter, but you were always too busy _pretending_ to be a good little girl," he quipped, one hand tangling itself through her hair to grab hold of the back of her head while his mouth dipped down to suckle the delicate skin of her neck and collarbone.

Blair's eyes rolled back in her head a little but she still managed a bitchy, if somewhat breathy, retort. "I _am_ a good girl. That's how I know when to say no to bad boys like you."

She scrambled off of him before standing up a few feet away.

Chuck quirked an eyebrow. "That's a shame, because I was just about to tell you that I know just the thing to rid you of those aches and pains," he drawled before also rising.

"Sex with you may be many things Chuck but a hangover cure isn't one of them," Blair informed him tartly, crossing her arms.

He wrapped his own around her. "Actually, I was going to say that after half a bottle of scotch and a night on the floor what your aching muscles need is a healthy dose of hot water," Chuck responded in that low, sinfully sexy voice of his that really ought to be declare illegal by a special act of government. Blair had discovered it could make her do almost anything.

Not today, Blair told herself resolutely. This boy has far too much power over you. Last night with its embarrassing confessions was proof enough of that. You let yourself go and it was wonderful but you need to be careful. Otherwise you're liable to let yourself fall in love and get hurt all over again.

"Thanks, but I don't want to shower and then have to put my dirty clothes back on, especially as I spent the night in them on the floor," Blair prevaricated, knowing she needed time by herself to reign in her feelings and gain control of her emotions again.

But Chuck merely smirked at her. "Check out the left hand corner of my closet," he told her simply.

Blair looked up in surprise but obediently made her way to Chuck's closet. Perhaps he had had an outfit she'd accidentally left here on a previous occasion dry-cleaned, in which case she would need to think up another excuse to escape.

It wasn't a shock to discover that the size of Chuck's walk-in wardrobe easily rivalled her own; he was the best-dressed guy she knew, taking care that his appearance should always reflect a personal style that was both outrageous and enviable.

What did astonish Blair was the discovery that the right-hand corner of the wardrobe was fully stocked with women's clothes.

"Is this a fetish I'm only just finding out about?" Blair enquired mockingly.

"As much as I'm all for living out secret desires and fantasies, that's never been one of mine. The clothes are for when you spend the night here," he answered, walking up behind her to take in the amazed look on her face with one of wry amusement.

Blair would have perhaps questioned whether they were just the garments left by past conquests, but she could clearly see most of their tags sticking out, indicating they were new. They all looked to be designer as well, and from what she could see, very chic.

"You keep a collection of clothes stored away for when girls stay the night at your suite?" Blair questioned, dumbfounded.

"No. I had a collection of clothes specially bought for _you_ for when _you _spend the night in my suite. Somewhat in the hopes that it might encourage you to do so more often. I figured the chance to dress up in the latest fashions would help enhance the lure presented by my own not inconsiderable charms," he drawled, still smirking at her bewildered expression.

Blair simply couldn't wrap her head around what he was telling her. "You mean you went shopping and picked out clothes for me?" The thought of Chuck strolling through boutiques co-ordinating a series of outfits for her seemed a little ludicrous.

Chuck rolled his eyes at her gobsmacked and slightly disbelieving tone.

"I'm sure I could have. I do happen to know what you like, in fashion as well as many other arenas," Chuck declared. "But as I was busy with rehearsals I had my father's personal shopper, Val, do it. I gave her photos of you and told her a little bit about your style then directed her to spare no expense in acquiring clothes for every occasion, as well as accessories to match. If necessary, you need never go home again."

Blair was dazed. Chuck had bought her a full complement of outfits so that she would be able to spend as much time in his suite as she wanted. For a girly, clothes-loving woman like Blair, this was the most romantic, thoughtful gesture a man could make. But it was more than that. It showed Blair just how much Chuck wanted her to be a part of his life. She had been somewhat shocked weeks earlier when he had given her a key to his place but she had written it off as merely a sign of how much Chuck enjoyed the sex between them, figuring he wanted to make it as easy as possible for her to make a booty call whenever she was so inclined.

But this was a commitment. This said that he wanted her with him as much as possible. Blair fingered the gorgeous materials of the gowns chosen by Val. The pieces were exactly her, playing right into her Audrey Hepburn fixation by mixing simple elegance with understated sexiness. Blair could tell that all the outfits and their colours would suit her, in fact would probably quickly become her favourite things to wear. As was to be expected when Chuck Bass was buying, everything was of the best quality. Chanel, Versace and Dior were all well-represented, as well as more contemporary and cutting-edge designers. Everything she could ever want was here, from casual daywear and swimsuits to cocktail dresses and formal wear. Not to mention the shelves overhead were stocked with dozens of pairs of shoes as well as Prada and Louis Vuitton clutches and purses in matching tones. Blair knew Chuck was generous. But this was insane.

How was she supposed to keep up her carefully erected barriers when he did something like this? How was she supposed to ever go home, away from this adorable wardrobe and this even more adorable man? How was she supposed to keep pretending she wasn't in love with him?

The realisation brought Blair up short. My God, she thought, I'm in love with Chuck Bass...

Meanwhile, Chuck had been watching Blair silently study the clothes, finding her disbelieving confusion incredibly endearing and well worth the expense of Val's shopping expeditions.

He came up behind her rubbing the tops of her arms gently as he whispered, "Do they meet with your approval?"

Blair was still somewhat frozen by the recent revelation that she was in love with the boy standing behind her: the Upper East Side's most notorious playboy as well as her oldest friend and greatest sparring partner. She had acknowledged for a while that there was a very strong danger that she _might _fall in love with him if she wasn't careful. But it was a shock to suddenly see that she was not only _in_ love with him, but had been for weeks and possibly years. She was afraid she would suddenly blurt out this new and interesting information at any moment.

"Ye..yes," she eventually managed to stutter out in response, her voice barely a whisper. "They're beautiful. I couldn't possible accept...

"I told you before Blair, things of beauty ought to be seen on someone worthy of their beauty," he cut in sharply. Then, after dropping a kiss on her shoulder, "And no one is more worthy than you."

"Thank you," Blair said, only a little more steadily. Her hands reached up to cover his where they were resting on her waist. "For saying that and for doing...all of this," she motioned to the rack before her.

Chuck smiled hugely at her before grabbing her hands and leading her over to a chest of drawers.

"While Val did most of the shopping there were a few items I thought it would be more fun to select myself," he said as he opened the drawers to reveal a stunning collection of sleepwear and lingerie.

Blair coloured slightly as she imagined Chuck examining underwear whilst envisaging how they would appear on her body, choosing articles he would most like to see her modelling for him.

"Yes, I bet that was fun for you, locating garments that would best make me look like a sex worker. And I'm sure the shopgirls found it very entertaining helping you find them," she somehow managed to reply in her usual arch manner.

He winked. "I do have a standing account at Victoria's Secret. But the cashier commented that these were actually a little more...ahem...demure than my normal purchases."

Blair's stomach flipped at the acknowledgment that he had indeed bought lingerie for other women in the past. But she was not like them; he had thought of her preferences when deciding what to buy. And she knew none of them had received a wardrobe full of clothes or a key to his apartment or any of the countless other little gestures that made Blair feel special and valued by Chuck. Everything would be fine, as long as she didn't tell him she loved him. Her heart was only at risk if she chose to expose it. And that she'd never do. Unless of course he told her he loved her first.

Chuck dropped another kiss on her shoulder. "Choose something to wear and then meet me in the bathroom," he suggested.

Blair nodded numbly.

She picked out a neat navy shift dress that she paired with a thin red leather belt and matching red pumps. She also found a set of navy underwear with little red bows at the sides of the knickers and in the centre of the bra.

Then she made her way into the bathroom to find Chuck filling the tub with steaming hot water.

"I thought we'd be taking a shower," Blair's eyes narrowed challengingly on Chuck.

"Not a chance, Waldorf," Chuck grinned. "I've been fantasising about doing this for weeks. The tub at your house is too small."

The room itself suddenly felt too small to Blair, as though someone had sucked all the oxygen out of it. Chuck was staring at her in that burningly intense way he had, which seemed calculated to melt her soul, or at least dissolve the clothes right off her body. Blair defied any woman to remain fully-dressed with Chuck Bass looking at them like that. The impulse to become naked under its heat was entirely instinctive.

Aroused by the memory of the mind-numbing pleasure that look had led to on past occasions, Blair's nipples hardened under her shirt, becoming visible through the thin material. And before her clothes could literally be swept away by the power of Chuck's gaze, he was at her side, peeling them from her body as though he was as intoxicated by her presence as she was by his.

She tried to help with the removal of her clothes, but her fingers were shaking with anticipation and nervousness. It was as though she was a virgin once more. And in a way she was. The knowledge that she was in love with Chuck seemed to render the sexual experience something entirely new and different.

But as with her first time, he did everything necessary to make her feel safe and secure. After divesting her of her clothes, he held her to him in one long, open-mouthed kiss before picking her up to place her gingerly in the warm, sweet-smelling water.

It felt heavenly, soothing her bones where they had indeed been aching from her night on the floor. Chuck tore off his own clothes so they could lie haphazardly beside Blair's. Then he stepped in behind her and sat down, his legs lying out on either side of her body and his arms around her waist as he pulled her back tight against his torso.

He then grabbed a wet sponge and, bending her right leg upwards, began to make slow soapy circles from her ankle up the calf of her leg.

Blair let out a sigh of contentment. "This is what you've been fantasising about doing for weeks? Bathing me?"

"You can be a very dirty girl," he smirked, as his other hand massaged her shoulder gently. "More than once I've been tempted to clean your mouth out with soap."

"Well, what makes you think I'll just sit still like a good little girl and submit to such treatment," Blair taunted, raking her nails along the inside of his thigh so that his breath came out in a little hiss of pleasure.

"One, because you _are_ a good little girl," Chuck whispered in her ear before kissing the side of her neck. "And two, because I have ways of keeping you occupied."

With that he took the hand that held the sponge and used it to grab Blair's off his thigh, placing it instead between the centre of her legs, which was now throbbing with anticipation. After encouraging her to finger her own slick folds, he returned to making soapy circles along her legs, a sensation that was making her shiver in expectation.

When he had reached the tops of her thighs Blair assumed he would take over her own actions, manipulating her pulsing core with his longer and more experienced digits, but instead he moved on to making soapy circles along her stomach, shoulders and breasts.

It was the sweetest kind of torture, feeling the sponge being dragged roughly across her painfully tender nipples. She couldn't stop herself from moaning or arching her hips forward in a timeless gesture of need. Chuck responded by moving the hand that had been massaging her shoulder down to cover her mound.

He held it there for a moment, allowing her to enjoy the feeling of him cupping her entire sex, before he slipped one, then two fingers inside. His other hand meanwhile kept stroking her breasts with the sponge as she writhed against him with breathy whimpers.

Chuck's touch was loving, reverent and completely unselfish. But Blair could feel his own need growing hard against her back. She teased him, rubbing the cleft of her buttocks against his turgid flesh as he groaned in delight. Then she twisted herself around so that she was straddling him.

Chuck reached for her, but she grabbed his hands and placed them onto his huge, rigid member.

"You're turn to be a good boy," she murmured seductively, before grabbing the discarded sponge and rubbing it across his own aching nipples.

She then used it to trace across the planes of his flat stomach, watching in satisfaction as his body quivered at her touch.

Painfully slowly, Blair moved the sponge further down until she was using it to explore the entire length and breadth of his manhood as Chuck cursed in combined enjoyment and frustration.

Eventually Chuck pulled her forward for another deep kiss. As he did so, Blair positioned herself so that his head was just nudging her entrance, before gradually sliding herself down onto him in one steady movement. She arched, riding Chuck at the easy pace they both enjoyed.

As the coil of tension and hunger seemed to wind tighter and tighter in Blair's stomach, she felt herself growing more stimulated than she'd ever been before. Every inch of her skin was amazingly sensitive, her entire body already tingling with joy. The euphoria seemed to transport Blair as she mindlessly screamed Chuck's name. Then the coil in Blair's stomach snapped and Chuck pulled out of her to come against her stomach.

Blair flopped against him, head resting on his chest as she waited for the shudders to subside. She was still half-insensible as she gave voice to the words that had been occupying her thoughts all morning, sighing drowsily, "I love you, Chuck."

Blair felt Chuck's body freeze beneath hers. She didn't dare raise her head to look at his face as embarrassment washed through her entire being, a sharp contrast to her previous light-hearted, exhilarated state.

She hadn't meant to say those words, but she hadn't been able to stop them. Now Blair could only wait, hoping that Chuck would surprise her by saying them back, or at least say something that would make her not want to jump on a plane to France that afternoon.

But instead the silence continued on and on, as they just lay there motionless, Blair barely daring to breathe. As the minutes ticked by, Blair grew ever more mortified and despondent, a familiar sick feeling settling itself in her stomach.

Eventually Chuck shifted his body beneath her and muttered, "We better get out. The water's getting cold."

Blair practically jumped out of the tub, nodding her head in agreement, eyes anywhere but Chuck's face.

She grabbed a towel, drying off and moving into the bedroom to get dressed so quickly that she was fully clothed and groomed by the time Chuck emerged, pants on but shirt unbuttoned.

"Stunning as always Waldorf," Chuck said slowly as he took in her outfit.

"Thank you," Blair bit out crisply. When she heard him open the door she had busied herself with her bag, thus conveniently keeping both her hands and eyes occupied.

"The clothes are beautiful. I'll be sure to have the dress cleaned and returned to you," Blair offered with cool politeness.

Chuck took a step towards her, causing her to take an instinctive step towards the door. "Blair," he began, his voice taking on a cajoling quality. "I..."

She cut him off. "Well, I'd love to stay and chat but I promised Serena I'd meet her for brunch. I'll have to run to make it. Not that she ever gets anywhere on time. But still that doesn't excuse rudeness in other people, does it?"

All this was said with her eyes on the door or the floor, anywhere but his face, as she inched her way out of the apartment.

He nodded dully. She caught the movement out of the corner of her eye as she grabbed the doorknob.

"Bye Chuck," she said breezily as she opened the door.

"Bye Blair," he returned colourlessly as she stepped through it.

Blair couldn't help but sense a certain finality in the words.

As she reached out to close the door behind her Blair looked up for the first time to catch a glimpse of Chuck's face.

The cold, emotionless mask was back.

_Okay, originally planning way more action for this chapter including a phantom rehearsal and such but I've decided to put it off to next chapter because otherwise I don't know if I'll be able to update this week. Plus I think this ends at a climactic spot. _

_Please review even if you hate me right now for placing another obstacle in front of Chuck and Blair's relationship (but remember I am trying to stay true to character and we've all seen how much trouble Chuck has had with the whole love concept, or at least making the admission to Blair). And a little bit of angst makes it all the more satisfying when the lovers eventually do work it out. Epic romance doesn't exist without drama. No one would give a hoot about Romeo and Juliet if their families had been all a-okay with their marriage._


	7. All I Ask of You

_Thanks for all the ongoing support with the reviews guys! They totally make this worthwhile. Thank you too to those of you who have added this to your favourite stories list. Given that I wasn't sure if the concept of this story was even worth committing to words initially, the positive responses I continue to get are very much appreciated. It's really boosted my self-esteem about my skill as a fiction writer, which wasn't very high before. Love you all._

For the next few days, Blair diligently avoided Chuck. She begged off sick from school and rehearsals, pleasing her sniping understudy Penelope to no end. For the first time in her life, she switched off her phone, not wanting calls from _anyone_, and desperate to avoid the calls of one person in particular. Instead she buried down into her bed and tried to convince herself that the reason she felt so nauseous and terrible was because she really was ill, and not because she'd been completely humiliated by offering a declaration of love to a self-absorbed ass.

Albeit an occasionally sweet self-absorbed ass, who had bought her a wardrobe full of clothes and made her feel like the most desirable woman in the world every time he kissed her, touched her....hell, every time he looked at her.

But it had obviously all been just part of an extended game of seduction to him. Oh, she had probably amused him more than his usual bed companions and he had undoubtedly enjoyed breaking down the reserves of the untouchable Blair Waldorf. But obviously all his supposed romantic acts were just an elaborate ploy to secure the Queen Bitch of Constance's complete and utter submission. And now that she had given that to him with her unsolicited vow of love she held no further interest for him.

That was evident by the fact that he had not once attempted to visit her apartment. She had of course instructed Dorota to say that Miss Blair was out should Mister Chuck call, but he had not even made the attempt. Given the way he had practically been an immovable feature in her home for the past few months, this absence spoke volumes.

Blair berated herself for her foolishness, then drowned her sorrows in a year's supply of Lady Godiva's gold collection and in watching the simplicity with which Audrey Hepburn achieved a happy ending in almost all her movies, despite the bumps along the way. If only the trauma of her own love life could be so easily resolved. But try as she might, she could think of no movie which offered a comparable situation to her relationship with Chuck that might promise such a pleasant resolution.

Chuck really didn't remind her of any of her favourite movie heroes, the way Nate used to when they were going out. Oh, when Chuck chose he could have the gentlemanly style and manners of Cary Grant, or the derisive wit of Humphrey Bogart, but ultimately he was a species unto himself.

And try as she might, she was no Audrey.

She acknowledged this as she studied her reflection critically in the mirror, searching out all the imperfections that made her so unlovable.

But the repeated heartaches of her father leaving, Nate's betrayal and her mother's ongoing insensitivity had made her a stronger woman, and she didn't fold this time.

Instead, she determined that she would glue the pieces of her shattered self so firmly back together that no one, not even Chuck, would be able to see that she had been broken in the first place.

Blair would show him just how fine and unaffected she was, starting by attending Saturday afternoon's rehearsal. Besides, there was no way she was going to risk losing her role to that two-faced, untalented trollop Penelope.

On Saturday as Blair was weaving her way through the streets of New York heading for Constance's Billiards and St Jude's auditorium, Chuck was pacing nervously outside the school, smoking a joint in an effort to calm his nerves.

Chuck's reaction to Blair's declaration of love had instinctively been mind-numbing, paralysing fear. How could he not be a coward in the face of such words, when no one, not even his own father, had ever shown him, let alone told him, that they loved him?

Never having experienced it, Chuck distrusted the concept in general. Nate and Blair has supposedly been 'in love', but look at how he had thoughtlessly hurt her, not just by cheating on her with Serena, but by ignoring and rejecting her countless times.

Bart had apparently once loved Chuck's mother, but now never spoke about her or kept pictures of her in the house, and had seemed quite content to bed as many models as possible before recently settling down with Lily.

Lily herself always claimed to be in love with the succession of husbands and boyfriends in her life, until she suddenly found she wasn't, and once again uprooted her children from another home and vanished another surrogate father from their lives.

As far as he could see, love just let you in for a whole heap of pain and disappointment. And protestations of love didn't necessarily mean the person who made them wouldn't end up hurting you in the end.

So when Blair told him she loved him, it was hard for Chuck to necessarily accept it as a good thing. To him it seemed she was suddenly placing the immense responsibility of her happiness upon his shoulders and, secretly believing himself to be the failure his father evidently thought he was, Chuck was sure he would never cope with it.

In expecting him to say the words back, it was also like Blair was asking him to willingly expose himself to an entire world of pain. As if she was pleasantly inviting him to jump into a sea of molten lava.

And even if Chuck could almost wrap his head around the existence of actual love, the kind that made one's life better rather than worse, he still failed to believe anyone could consider _him_ worthy of that kind of love.

God, there was part of him that wanted it to be true so desperately, wanted more than anything to enjoy the love and adoration of a girl like Blair Waldorf. But it wasn't for him. Golden boys like Nate Archibald maybe, but not screw-ups like Chuck whose own father couldn't even look at him without contempt.

So he didn't really believe Blair when she claimed to love him, part of him wondering if it was just a rebound reaction after the end of her relationship with Nate. Or an effort on her part to justify how much she enjoyed sex with him.

However, all these fears were largely unacknowledged by Chuck, though of course they influenced his reaction. Not one for self-examination, he told himself the wariness he felt at Blair's words was inherent to his playboy persona. He didn't need a girl getting so clingy that she cramped his style or expected him to turn into some perfect hand-holding, movie-watching Ken doll of a boyfriend. Better to let things cool for a bit and then see what happened.

But it had been four days and Chuck was starting to suffer definite withdrawal symptoms from being without Blair. He had a headache he couldn't seem to shake, and his mouth tasted like sandpaper.

She hadn't returned any of his calls, but his efforts to appear casual would have been severely undermined if he went to her house.

Instead, he had arrived at the rehearsal early so that he would have a chance to talk to her before it started.

When she finally showed she blithely walked straight past him, a definite spring in her step as she stepped unconcernedly through the school gates as he was taking a drag on his smoke.

Spotting her he quickly threw down the joint and sped after her, grabbing her by the arm and spinning her around.

"Oh, don't stop on my account," she said cheerfully, pulling free of his grip as though to leave him to his weed.

"I had to. We need to talk," he bit out. God, that made him sound like a girl.

Blair simply looked at him with an expression of polite interest on her face, one totally belying the way her stomach had dropped at his words, knowing, fearing, he was about to break up with her.

When he saw she wasn't going to say anything, he continued. "You know some would consider it rude not to return a friend's calls."

Blair's heart further plummeted at his use of the word 'friend'. "Some would say it depends on whether the friend's worth talking to," Blair smiled caustically. "Is this etiquette lesson going to take long Bass, because we really do need to get inside?"

Chuck grimaced. Actually, this probably wasn't the best place for a confrontation, given Gossip Girl's numerous spies. Plus it was a difficult place for him to put his plan to win her over, without having to make any admissions or concessions himself, into action, given that he couldn't precisely get physical with her outside the school's main entrance.

"Can you meet me later?" he asked.

"Sorry, I'm busy," she said, tone gracious but dismissive.

"You can't be serious," he responded, reaching out to stroke the side of her stomach, smirking slightly. He knew her sexual appetite would be his greatest ally in getting her to forget what she'd said and resume their relationship as if those words had never been spoken.

"And you can't be touching me," she answered, swatting his hands away. "Someone could see."

Chuck scowled. She claimed she loved him, but still didn't want to be seen in public with him?

"Fine," he said curtly. "But I will meet you later."

Spotting Penelope and Hazel walking towards them, Blair hurriedly nodded.

"Drinks at Victrola," he told her.

"Good," Blair said. "One of the few places we can risk being spotted." She had initially been happy to go along with their secret affair, enjoying the illicitness of it. But the past few days she had wondered if Chuck's desire to hide their activities had been less about avoiding Nate's wrath and more about being able to drop her easily once he tired of her.

Blair hurried into the rehearsal with Penelope and Hazel, countering their curiosity about why she had been away from school with lengthy condemnations of both their outfits. Few women could pull off a leopard print skirt with class, and Hazel wasn't one of them. And the combination of Penelope's hot pink tights with her yellow and blue diamond patterned dress made her look like she was auditioning for clown college. One of the better clown colleges maybe, but still.

Chuck was left frustrated by their encounter. He had expected her to be angry with him, hurt and humiliated, but instead she had simply seemed distant, aloof. Like he couldn't possibly have anything to say that would be of interest to her. Oh, he suspected she was only acting, making a bid to preserve her pride, but the uncertainty still gnawed at his insides.

The feeling wasn't alleviated when he saw her greet Nate with a wide smile, falling into easy conversation with the other boy. Normally he would head over and break them up, but today he couldn't quite bring himself too. Maybe because for once Blair looked like she actually welcomed Nate's company. Instead he sat in one of the theatre's back rows, staring at them morosely.

Blair was grateful for the distraction of Nate's company, which was much more soothing than that of her minions, who for some reason seemed to be intent on making Chuck the central focus of their conversation, commenting endlessly upon his unexpectedly brilliant performance in the play, his father's fortune, his reputation as a ladies' man.

When Nate approached her Blair therefore joyfully allowed him to draw her apart from the other girls. Today his efforts to ingratiate himself were very welcome, his pleasant conversation a diverting relief. Moreover, Blair was aware that when Chuck saw her talking to his rival it would help reinforce the belief that she was impervious to him and the lack of response her declaration had engendered.

Meanwhile Nate was trying to gently ease into a fishing expedition to determine what really lay behind his discovery of Chuck and Blair lying asleep and fully-clothed in each others' arms.

His initial anger had abated somewhat during her absence, though it had frustrated him. At least he knew she hadn't stayed away to be with Chuck, who he had been relieved to see had attended school faithfully the past few days - in itself a rather un-chuck-like thing to do.

Nate had speculated intensely as to the reason for Blair's absentee spell. He hoped that it was because that night with Chuck had been a one-off that Blair now regretted and was embarrassed by. If it had been the result of a heavy drinking session, maybe she was nursing a bad hang-over.

If Blair had made a one-time, drunken mistake with Chuck Nate had decided that he could forgive her. He still really wanted to get back together with his former girlfriend, who was looking more beautiful than ever.

Nate's attitude towards Chuck wasn't so tolerant. Even if the pair hadn't done anything sexual that night or at any other time, Nate felt it was wrong for Chuck to be getting so close with his best friend's ex-girlfriend. Whatever his motivations, it wasn't cool.

But he knew that if he confronted Chuck or Blair outright they would just be angrily defensive and deny everything. Instead he had decided to try and get a better read on Blair's feelings for him _and_ his best friend.

It hadn't occurred to him to do the same with Chuck, believing that the only thing he could ever possibly be interested in was sex. It would have been hard for Nate to get a hold of Chuck anyway, seeing as he had been assiduously avoiding him for a while.

But he might just find it in his heart to forgive Chuck for whatever had transpired that night in his suite anyway, Nate thought, watching Blair's eyes light up as he described the gala the Vanderbilts had planned for a few weeks' time, casually mentioning that his family would love it if she was there with him. Whatever had happened with Chuck certainly seemed to have had the effect of making her more receptive to his advances than she had been for a long while.

Time to begin his probing.

"Hey, have you spoken to Chuck lately? He seems to have been acting kind of weird these past few days," Nate said with surprising ingenuousness, given his thus far lousy performance as an actor.

As he expected, Blair's colour heightened. "No, not really," she said with an attempt at innocuousness. She resisted the urge to ask what he meant by 'weird'. Had he seemed weird because he had been pining for her? Or, as was more likely, because he was freaked out and desperate to be rid of her?

Nate continued. "Oh well, maybe dealing with the parade of women that passes through his suite on top of rehearsals is just wearing him out." He studied Blair's face carefully to see if it registered jealousy or amusement at the mention of Chuck's womanising ways.

Instead he saw a flicker of pain. Normally, he knew she would have taken the opportunity to make a witty, derisive comment about Chuck's bed-hopping. But she merely murmured something faintly about how getting ready for the show was rather draining, her face pale.

And that's when Nate knew. Blair had real feelings for Chuck.

Feelings that Chuck had callously abused just as readily as he had those of every other woman he came into contact with, judging by Blair's hurt expression.

But their conversation was brought to an end (mercifully in Blair's view) by Spencer's boisterous arrival, already in full directorial mode as he stridently called everyone to attention and cheerfully announced that their main focus for the day would be the 'All I Ask Of You' scene between Christine and Raoul.

The rest of the cast inwardly groaned, preparing to be relegated to the position of mere spectators of another of Nate and Blair's lacklustre performances.

But today their performance would be far from lacklustre.

For different reasons, both Blair and Nate were determined that today's rehearsal would be full of passion and romance, would show they were capable of achieving a connection onstage.

Blair wanted to give a knock-out performance to prove to Chuck that he hadn't hurt her, that other men desired her and that whatever he did she would continue to be her always-fabulous self. She wanted to forget all about the dark-eyed Romeo with his nimble fingers and mind-blowing passion by losing herself in her role, by immersing herself totally in Christine's tender affections for her childhood sweetheart.

Nate had finally realised the true extent of his idiocy in letting Blair get away from him in the first place. If he hadn't pushed her away, she would never have come to prefer his best friend. In a panic it occurred to him that he would be crushed if he had really lost Blair for good, and he determined to do whatever was necessary to ensure that he did not. Starting by throwing himself into the part of her onstage lover with real conviction, to prove to her and the rest of the world that he could be just as convincing as Chuck in that role.

As they prepared to begin the song, Nate gave Blair a reassuring smile that she answered with one of her own. A feeling of warmth passed between them that had been absent for a very long time. Spencer noted it, and his hopes for the duo's chemistry began to rise.

Nate's kind blue eyes, the ones that had always enthralled Blair, held onto hers as he launched into his most zealous and sensitive performance to date.

_No more talk  
of darkness,  
Forget these  
wide-eyed fears.  
I'm here,  
nothing can harm you -  
my words will  
warm and calm you._

Nate sang the words with feeling, silently trying to convey to Blair that they represented a real promise. Blair's lips parted slightly as she contemplated the caring expression of his features. She leant into him, infinitely tempted to give in to his re-assuring presence, let him charm away the coldness and misery that had overtaken her since Chuck's rejection.

__

Let me be  
your freedom,  
let daylight  
dry your tears.  
I'm here,  
with you, beside you,  
to guard you  
and to guide you . . .

Noting that a single tear really had slipped from beneath Blair's eyelashes, Nate reached forward to wipe it away lovingly. Blair thought how easy it would be to let Nate take over her life once more, to guide the course of her existence. When he was sweet like this he did seem to embody daylight, temperate and warming. Perhaps not possessing the glamour or beauty of nighttime, but without the fears and coldness the darkness could bring as well. Blair opened her mouth and responded to Nate with her side of the duet.

__

Say you love me  
every  
waking moment,  
turn my head  
with talk of summertime . . .

Say you need me  
with you,  
now and always . . .  
promise me that all  
you say is true -  
that's all I ask  
of you . . .

Blair's delivery was empathetic as the words of the song echoed her own deepest desire to be needed by someone, needed in such a way that she could be sure they would never leave her, as so many others had. She didn't know who she was begging, whether it was Nate or Chuck or the universe in general, but her appeal for honesty was affectingly desolate, causing many cast members to abandon their conversations and direct their full attention onto the stage. And the scrutiny of one pair of black eyes in particular.

It emboldened Nate to seize Blair's hands soothingly, caused him to sing his next lines with greater assurance.

_  
Let me be  
your shelter,  
let me  
be your light.  
You're safe:  
No-one will find you  
your fears are  
far behind you . . .  
_

Safe. If Nathaniel Archibald was anything, he was safe. Unlike his best friend, who was unpredictable and dangerous, even if alluringly so. With Nate, Blair had always known what her future would be. With Chuck, Blair never knew what was coming next. As she sang, she thought about the stability Nate offered, wondered if it would seem stale or reassuring after the mad yet magic rollercoaster with Chuck.

_  
All I want  
is freedom,  
a world with  
no more night . . .  
and you  
always beside me  
to hold me  
and to hide me . . ._

The audience was spellbound at Blair's compellingly forlorn delivery. Nate grew even more tender, using his eyes and voice to eagerly offer Blair the choice to make the promises of the song a reality if she wished.

__

Then say you'll share with  
me one  
love, one lifetime . . .  
Iet me lead you  
from your solitude . . .

Say you need me  
with you  
here, beside you . . .  
anywhere you go,  
let me go too -  
Christine,  
that's all I ask  
of you . . .

But it was too late, Blair realised. She would have given anything to hear such declarations from Nate once upon a time. Instead, it had always been her asking him to love her, entreating him to share his life with her. He never had, not really. And now that he was imploring her it didn't matter, because there was only one person she wanted to share her life and love with. And it wasn't him.

Surprisingly, this realisation only caused Blair to sing with even more conviction, as she imagined pouring out the words of love to Chuck instead. She became positively joyous as she indulged this fantasy. She would lead Chuck from _his _solitude. He wouldn't leave her, because she wouldn't let him. She would be by his side wherever he went, whether he asked her or not. Because while Nate had said he loved her, Chuck was the one that had always made her feel loved.

Blair was caught up in the beauty of the song's lyrics, and the crowd of spectators was caught up with her.

_  
Say you'll share with  
me one  
love, one lifetime . . .  
say the word  
and I will follow you . . ._

Share each day with  
me, each  
night, each morning . . .

Blair tripped lightly, smilingly over the next words, oblivious to the way they were causing the insides of a certain person in the audience to physically ache.

_  
Say you love me . . ._

Nate responded with utter sincerity.

_  
You know I do . . ._

They concluded the duet singing in perfect harmony.

_  
Love me -  
that's all I ask  
of you . . ._

As directed by the script, they softly kissed. For Nate, it was a poignant reminder of all they had shared. For Blair, it was a gesture of farewell, an ending to a particular phase in her life.

__

Anywhere you go  
let me go too . . .  
Love me -  
that's all I ask  
of you . .

The hall broke into stunned applause, everyone commenting on what a cute and affecting couple they had made.

Of course, they didn't have the electricity and fire exhibited between Chuck and Blair when they were playing the phantom and Christine, the theatre aficionados from Constance and St Judes pretentiously noted. But their sweetness contrasted pleasingly with the intensity of the other onstage romance. Its gentleness was more suited to the youthful feelings between Raoul and Christine.

Chuck listened to these pronouncements stonily. When he had seen Nate and Blair conversing earlier it had unsettled him, but he had dismissed it as a harmless enough interaction between the former couple, perhaps an attempt by Blair to make him jealous. But their new-found onstage chemistry caused him to wonder if that's really all it was. Chuck knew that the words 'I love you' could trip easily and prettily off of Nate's tongue, even if his actions showed that he didn't always mean them. But would Chuck's own failure to say the words reunite her with a boy who could?

As he was pondering this, furious with frustration, Penelope took a graceful seat beside him, crossing her legs provocatively. Yet Chuck barely noticed her presence until she began speaking.

"Well, I expect that they will be making the announcement soon," Penelope said with false sweetness.

"What? That your outfit has been patented for use at the most exclusive clown colleges?" Chuck muttered disdainfully, taking in her disaster of an outfit and unwittingly drawing the same conclusion as Blair.

Penelope coloured slightly, stung by the repeated insult. She had to burn this dress when she got home.

Eyes fixed angrily on Chuck, she paused momentarily. At least she had the power to make him suffer for his cruel words. Oh, she was going to enjoy doing this, Penelope thought spitefully.

She directed a malicious smile Chuck's way. "No, silly. That Nate and Blair are back together. Blair did mention in confidence to us girls earlier that reconciliation seemed like a strong possibility. But I guess the cat will be out of the bag soon enough, given the adorable performance they just gave together. It's so touching; they obviously can't hide their feelings."

Chuck's lips pressed together in a tight line as he silently seethed. Blair evidently hadn't been faking her indifference to him earlier. So much for her declaration of love! The minute Chuck hadn't responded the way she wanted him too she had gone running back into the arms of her fickle-hearted ex. No wonder she didn't return any of his calls - she was too busy patching things up with Nate!

"Nate hasn't mentioned anything," Chuck managed to spit out. Not that he would have had much chance to, given the way I've been avoiding him, Chuck thought ruefully.

Penelope smiled in delight at the expression of pain on Chuck's face. She knew it was somewhat of a gamble making these dishonest insinuations without knowing precisely what was going on in Chuck and Blair's relationship. But she had gathered there was trouble from the cold way she had seen them interacting when she arrived at school and from the jealous glances Chuck kept shooting onstage during the performance, and, pairing this with the knowledge Blair had been away from school while Chuck hadn't, took the risk of causing further mischief between the pair.

"Mmm, I gather Blair wanted to keep it quiet for now while she tied up some loose ends. But it was inevitable really that they would eventually get back together. They are the perfect couple," Penelope tittered, relishing twisting the knife into Chuck's wounds.

But as his rage built Chuck's face took on a forbidding quality that caused her self-satisfied smile to falter in fear.

Chuck's anger was unparalleled. So to Blair he was just some 'loose end' to be quickly and neatly disposed of before she resumed her 'perfect' relationship with Nate, was he? Well, he would show her that Chuck Bass was the plaything of no woman, not even queens like Blair Waldorf. He would teach her a lesson she'd never forget.

He rose to his feet, towering over Penelope. "I have to go to my club. There's some business there I have to take care of," he asserted forebodingly.

"But...but the rehearsal isn't over," Penelope spluttered, full of fear as she realised too late that she had awoken the secret demon that slumbered at the heart of Chuck Bass. And there was no knowing who he would turn it against.

"This won't wait," Chuck declared with a cruel smile, as he stormed out of the building.

_Will Chuck hurt Blair yet again? Will Blair discover Penelope's deceit? Will Nate find out the truth about Chuck and Blair? Will you please, please, PLEASE review?_


	8. Stranger Than You Dreamt It

Chuck was drunk within an hour of leaving the rehearsal, consuming an amount of scotch that would have quickly felled a lesser man.

For once Chuck resented his high tolerance for alcohol. All he wanted right now was to sink into oblivion, but the liquor wasn't even taking the edge off his anger.

He tried to focus on the provocative gyrations of the women on stage, all making rather obvious efforts at flirtation for their boss's benefit, no doubt wondering why the playboy with the legendary reputation for his generosity both in and out of bed appeared so disinterested in their evident and enticing attributes.

But all Chuck saw when he stared at stage was the memory of another dancer, one with a more refined quality and subtle sexuality than those who appeared before him now. One who knew she only had to shake her brunette curls slightly to make a man yearn to reach out and bury his hands in them, to pull her to him with those silky tresses, uncover the luscious curve of the neck beneath and trail hot kisses down her spine while she...

The dangerous direction of Chuck's thoughts was interrupted by a movement at his elbow, and a girlish giggle that announced his isolation was about to be interrupted.

"Hello, Chuck," Hazel cooed, dropping onto the couch beside him, in the same spot Blair had sat weeks before on the night that had changed his life.

Chuck's only answer was a scowl. He instinctually shifted himself away from the underling, who somehow seemed to be coming off even more desperate than usual in her short skirt that left absolutely nothing to the imagination. And 'hello Chuck', really? If it had been Blair her opening line would have been original and cutting and witty and would have made him smile, even if the substance of her speech didn't make him remotely happy. And if she ever did just say something as inane as 'hello', her tone would be sure to be laced with all kinds of hidden meanings and secrets, just for him. Always just for him.

The alcohol was starting to fog his thought processes, Chuck realised vaguely, as his mind seemed to slip from one errant thought to another. Hazel meantime was staring at him expectantly. Somewhat nervously too it would seem, as Chuck watched her fidget with the edge of her skirt, which had risen when she sat down higher than was really appropriate, even for a burlesque club.

"Yanking it down won't do any good when there's nothing there to yank," Chuck snapped at her.

Hazel's shocked eyes flew to his face. Crap, he looked and sounded mad, and that wasn't part of the plan. Penelope had given her very specific instructions on the role she was to play in the strategy to topple Blair. Theoretically, Hazel's mission, to seduce Chuck Bass, should be easy. But Chuck wasn't displaying any of his usual roguish charm or leering looks. Instead he was glaring at her with bloodshot eyes, obviously drunk and belligerent.

Well, maybe being intoxicated will make him easy to cajole into a compromising position, Hazel thought optimistically. So she plastered a coy smile on her face and licked her lips in what she hoped was an appealing manner.

"I thought you liked short skirts, Bass. And I wanted to be in keeping with the theme of this place," Hazel said, leaning in to him intimately.

Chuck cringed. Only Blair called him Bass. From anyone else it sounded wrong.

"The performers wear short skirts or lingerie as part of the act. The patrons normally have more class," he retorted.

"Uh...well...maybe I could dance for you," Hazel stammered, flustered but refusing to be deterred.

Chuck closed his eyes, memory of someone else's offer to dance washing over him. It had been completely different situation of course. Blair had danced in an assertion of her independence, not as some inept attempt to flirt with him. She had presented an intoxicating blend of innocence and confidence, unlike Hazel, who was calculating yet out of her depth.

"What do you want, Hazel?" Chuck asked, hoping to bring this absurd interview to an end.

Hazel blinked, then taking a deep breath leaned in and placed her hand on his upper arm. "Oh, I thought that would have been obvious Chuck. I want you."

Familiar as he was with the symptoms of female desire, Chuck would have wagered that a sexual escapade with him wasn't what Hazel wanted at all. She was evidently playing some kind of game for purposes of her own, but at the moment he wasn't interested.

"Well, I don't want you," Chuck spat. "And you should leave before I call security. You're in violation of the dress code.

Hazel flushed red at his harsh words. She jumped to her feet, feeling totally humiliated. Penelope would be pissed that her plan hadn't worked, but nothing was worth this mortification, even the chance to knock the Queen B down a peg or two. And by the looks of Chuck, he wasn't about to look at any other girl any time soon. She never would have believed it, but it seemed Blair really had done a number on him.

At that point, the object of both their thoughts suddenly appeared before them.

"Hazel, what are you doing here?" Blair questioned interrogatively, a note of apprehension in her voice.

A strange mixture of sickness and relief washed over Chuck. She had come. He realised now that he really hadn't expected her to. He had feared that he would never see her again, not properly, not when it was just the two of him and she was still nominally _his _Blair. He thought she might have just let things disintegrate between them. Let him walk into school someday soon to find her back in Nate's arms. He feared she would just ignore him and all that had happened between them, as if the best days of his life were just a figment of his imagination.

So it was a relief that she was here, that he would at least have some say in the way things ended between them. He didn't doubt that they were about to end. That was why he was feeling slightly sick. She would use words like 'mistake' and 'move on' and tell him that she had realised where her heart truly lay. That she saw now why Christine would choose Raoul, her insipid childhood sweetheart, over the scarred and monstrous Phantom, who could offer her only darkness and brokenness.

Unless, of course, he ended things first.

Chuck allowed a lazy smirk to lift one corner of his mouth. He reached out and grabbed Hazel's hand, yanking her onto his lap.

"Why, Hazel's here to entertain me of course," he drawled, bending down to press a kiss on her shoulder. "She can be so very entertaining."

Blair's heart plummeted. She had came here determined to push through whatever barrier Chuck placed between them, to show him she wasn't going anywhere and that she would just stick around until he figured out he loved her back. But it seemed he'd already sought comfort elsewhere. Seeing him with his arms around another girl made her nauseous.

Pushing down the bile, Blair focused her eyes on Hazel. The girl was history. There were clear rules about dating exes for the girls of the steps. That Hazel hadn't known Chuck was with, or had been with Blair, was irrelevant.

But the confusion Blair saw on Hazel's face gave her pause. She looked as surprised as Blair felt to find herself in Chuck's lap. And when Blair looked at Chuck she realised his expression appeared more pained than lustful.

He was playing her.

"Well, I hate to interrupt Hazel, but Chuck and I need to speak privately," Blair told the girl in the sweet yet commanding tone only she could manage. "Which means you need to depart. Now," she pronounced darkly as Hazel continued to look flummoxed.

Hazel bolted upright. Despite Penelope's efforts Blair was still Queen and Hazel couldn't ignore a direct order. Mumbling that she would see them later, she ran for the door.

Blair then allowed her attention to settle on Chuck. She took in the bloodshot eyes and the half empty bottle of scotch.

"I see someone's working hard for an early admission to Betty Ford. Guilty conscience, Bass?"

Chuck glared impressively up at her. "That presupposes I have a conscience, princess. Sorry to shatter your illusions, but despite your touching admission the other day, I've been wanting to get back to my old...hobbies...for a while now."

Blair blanched, but otherwise kept her face blank and neutral. Chuck's words were gutting, but he was conspicuously avoiding eye contact with her. She reached out and tipped his head towards her with her finger so he couldn't look away.

"So I'm supposed to believe you're still the same unfeeling robot you've always been? That's a lot of scotch to drink if you're not trying to drown out some unwanted emotions."

Chuck pulled away from her grasp. Damn her for being able to read him so well.

"What do you want, Blair?"

She paused, considering. She could play it cool, preserve her pride and probably end up walking away from him forever. Or she could put it all on the line, and risk Chuck shattering her heart even worse than he had the other day.

"You," she finally answered softly, settling herself astride him on the couch, hands on his shoulders, staring longingly into his eyes.

The same answer Hazel had given earlier, but its effect on Chuck now was completely different.

Chuck's blood began to thrum at the alluring possibilities of Blair's statement. He wanted to grab her savagely to him, to maul her, to rape her mouth and ravish her body. To take out all the anger he was feeling on her in a form of delicious sexual punishment.

Because Chuck didn't kid himself that Blair really meant it. After seeing her and Nate together he'd come to the conclusion he'd only been a toy to Blair. Someone fun to fool around with, but not someone she'd take out in public, or pursue a real future with.

But perhaps she'd decided she wanted one last go round before she settled down to a dull, respectable life with Nate. A last round of fireworks. Something excitingly electrifying to remember when she was in bed with Nate, pretending the passion she felt at the memory of Chuck was for him.

At the thought of Blair being with Nate in that way, Chuck suddenly grabbed Blair to him, kissing her roughly. "Fine," he bit off tautly. Hauling her up with him, Chuck stood and made his way to his private office, a few short steps away.

Blair moaned against him, attacking his face and neck with a shower of searing kisses, clinging to him with her legs. He responded to her kisses with ferocity, biting into her lower lip. He was going to mark her up tonight. Leave bruises and bite marks all over her body so that anyone looking at her would know that she'd been claimed. He was going to ram himself into her so hard that she would feel empty and sore and deprived for weeks afterwards, would feel where he'd been and feel his absence.

He kicked the door shut and placed Blair on her feet. She reached for his shirt, starting to undo his buttons, but he gripped her wrists in a vice-like grip.

"No," he said, face and voice cold. Blair looked up at him in confusion, but his expression didn't change. Blair wouldn't be in control of their activities tonight. Instead she would do exactly as he said, when he said it. She'd take whatever he gave her, and she'd like it. And he'd take from her, extract everything she had to give. Then maybe they'd be even. Then maybe he'd be able to move on.

"Go bend over the desk," Chuck said firmly.

Blair knew the command should have embarrassed or infuriated her, but instead she found the idea of being ordered about by Chuck extremely sexy, a shudder running through her as she imagined him driving into her from behind as she bent over the office furniture. So maybe their relationship wasn't the fairytale romance she'd dreamed of as a little girl, or imagined she had with Nate, but the passion between them was epic. And Chuck couldn't keep up the distance he'd been trying to put between them if they slept together. Things would go back to the way they were before.

In the short minute that it took Blair to process this thought and drift into a fantasy of Chuck taking her on the desk, he grew frustrated at her lack of response. Angered that she was taking too long to obey, Chuck twisted her arm behind her back and marched her over to stand in front of the desk, her back to the door.

"When I tell you to do something, you do it," he growled.

"Yes, Chuck," Blair answered meekly.

Chuck's cock twitched as she acquiescently bent herself over the desk, palms face down on its top, skirt pulling tight across her rounded and delectable ass.

He took a moment to steady himself, moving away from her and pouring himself a scotch from the sideboard. Downing a large swallow, he watched as she stayed dutifully bent. Part of him expected her to rise up and storm at him for his offhand treatment of her. But she stayed quite still, silently inviting Chuck to do what he wanted with her.

Blair's skin prickled with goose bumps as she felt Chuck's eyes rake over her. She felt exposed, but also strangely at peace, having given up control and handed it over to Chuck for the evening. She raised her head just a little, and Chuck's eyes snapped to hers.

"Pull down your panties," Chuck said, challenge in his voice.

Blair, mindful of his earlier direction, obeyed instantly, dragging her white lacy thong down from under her pleated navy skirt. She pulled them down over her thigh high stockings until they lay around the ankles of her Jimmy Choo pumps. As she prepared to step out of them, Chuck's voice stopped her.

"I didn't say to step out of them," Chuck informed her coldly. And with that he brought his palm down hard on Blair's butt cheek, causing her to cry out in shock.

"Don't do anything unless I tell you to do it either," Chuck whispered harshly against her ear. "And right now I want you with your underwear around your ankles."

His hand hadn't moved from where it had landed on her arse. He squeezed it viciously, but in a way that made Blair's innards tingle and pussy moisten.

Chuck's hand travelled down until he clutched the lips of her pussy between the sides of his fingers. He roughly rubbed them back and forth, scraping them as the friction made her wet, soaking him with her juices.

"That's my good girl," he said sardonically. "Always ready for me. Always ready to take my cock into her tight little pussy and squeeze it like the most well-trained sex kitten on the Upper East Side."

Chuck's other hand reached around Blair's waist to stroke her stomach softly as he lay a gentle kiss on her exposed nape. Then he moved his hand up to pinch her nipple through her blouse, following this action up by slapping her tit.

"So wet already! That's how I know, Princess. That's how I know you're not the good girl you pretend to be to the rest of the world. That you're not the frigid bitch who made Nate wait to fuck her for all those years. You're my good little slut."

Chuck's fingers worked her pussy faster, his efforts punctuated by pinches to her lips and sensitive bud. She knew she should be repulsed by the things he was saying to her, but she wasn't. If anything they were making her push herself harder against his hand, rock her hips faster as the first shudders of a delicious orgasm began to grip her.

Then suddenly Chuck removed his hand and brought his fingers to his lips.

"You see, Blair?" he asked musingly as he smeared her mouth with the copious juices of her nether lips. "Only a slut would come so quickly. Would produce such sweet nectar. Would be so needy, only a few weeks after her first time. Suck yourself off my fingers. Taste yourself and know what a little slut you are. And that you're all mine. Whenever and however I want."

Chuck's eyes closed in ecstasy as Blair sucked his fingers hungrily. His cock was rock hard, his rigidity pressing painfully against his trousers. It would be so easy to give in to the sensations Blair was evoking. To pull himself free and plant himself inside of her wet warmth. But he had to stay in control. He had plans for tonight.

He withdrew his fingers from Blair's mouth and stepped away from her body. Blair whimpered from the loss. Chuck laughed mirthlessly. "Such a talented tongue. Perhaps we can find another use for it."

He very deliberately stalked round the other side of the desk and eased himself into his padded corporate office chair. "Kneel before me," he instructed.

Blair did as he asked, placing herself at his feet. Chuck thought he had never seen a more lust-inducing sight than the image of Blair Waldorf, chestnut curls in disarray, crimson lipstick worn off and lips swollen from his rough kisses, underwear still around her high heels and blouse half undone with her soft white breasts spilling out, kneeling before him, ready to do his bidding.

Chuck reached down and placed her hands on either side of his thighs. "Unzip me," he directed gruffly.

Blair freed his monster erection, eyes growing wide as she contemplated taking such a huge member in her small rosebud mouth.

"Kiss it," Chuck whispered as he saw her hesitating. Blair leant forward and kissed the tip of his rod, tongue darting out to lick up the small drop of pre-cum already glistening there.

"Fuck Blair," Chuck was unable to refrain from groaning as she began instinctually to lick up the sides of his shafts in long, slow strokes.

He stared down to watch her efforts. Blair was a natural born cocksucker. She kept her eyes trained on him as she continued to wet his length with her mouth, their liquid brown depths seeming to question him, ask him for reassurance.

In response, Chuck placed his hand gently behind her head. "Just like that, my good little slut. That's right. Now take me in your mouth."

Blair began to swallow him between her swollen lips, quickly establishing a rhythm that sorely tested Chuck's control.

"Touch yourself for me," he muttered hoarsely. "Free you're breasts from that bra and squeeze your nipples. Hard. Harder!"

The combination of Chuck's dirty talk and the pleasurably painful things he was making her do to her breasts caused Blair to moan as she continued to suck Chuck's cock. The reverberation of feeling this caused on him almost brought him to the edge. He pulled his penis out of Blair's mouth with a plopping sound, then slapped it against her cheek.

"Naughty girls like you don't get to have me cum in their mouths," Chuck said. "They don't get me to lose control to them that way. I see you still haven't learnt your lesson."

Chuck appraised her for a moment, considering. "Set yourself across my lap. Face down, skirt up."

Blair eagerly did so. Before when he had slapped her ass it had been a surprise, but an undeniably pleasant one. She settled herself so that her thighs were across Chuck's centre on the chair, his erection pressed against the soft skin of her stomach.

Chuck leant back with an affectation of disinterest as Blair settled herself in position. Once she was still, he didn't immediately move to touch her, heightening the tension in her body by drawing out her apprehension. Then he let his hand leisurely stroke her stockinged leg.

"I think we can find another use for these now," he said as he removed her thong from her ankles. He wound it around her wrists so that her hands were bound behind her back.

The first smack came down hard on Blair's right cheek, leaving a noticeable red palm print and yielding a cry from Blair. Sharp smacks then began to rain down on both cheeks and onto her upper thighs, Blair's cries of pain mingling with moans of pleasure.

"I'm going to teach you a lesson now, Princess. I'm going to leave your ass so bruised you won't be able to sit down for a week. What will you tell your golden boy when he sees you wincing every time you do?"

Blair heard his words through her orgasmic haze, but they made no sense, and she was too lost in the moment to puzzle over them.

Chuck's hand moved to cup her mound. Then that too was subject to the sweet torture of quick smacks from his palm, which once again was becoming stained with her juices. Meanwhile the tingling she was feeling was growing quickly, and before long Blair's body grew taut as a second orgasm racked her body.

Before she had completely recovered Chuck had hauled her up and re-positioned her, so that she was sitting astride him on the chair, thighs splayed for his inspection.

"Take off your bra and top," he growled.

Blair's fingers shook so much she had trouble with some of the buttons, but Chuck made no move to help her, watching her fumbling with hooded eyes. Finally she was free, her firm breasts resting temptingly against her rib cage.

Chuck took the bud of her left breast between his fingers, squeezing the sore tip roughly, while sucking savagely against the skin of her other breast in a way guaranteed to leave a tell-tale bruise.

His mouth made a trail of such marks across her breasts and collarbone as he continued to pinch and slap her sensitive teats, ensuring her front would be just as bruised as her back after tonight's interlude.

Finally, he couldn't wait any more. "Stand up, turn around and spread your legs," Chuck ordered.

Blair was by now quite wobbly on her feet but she steadied herself against the desk, hands gripping the edge for support. She meekly spread her legs, preparing herself for him as he'd instructed.

Without prelude Chuck stepped behind her, ramming himself into her heat.

"Yes, Chuck," she shouted, as he took her roughly, savagely, burying himself balls deep inside her before pulling almost all the way out only to slam back in again.

Blair's eyelids fluttered and her eyes rolled up as her body started to spasm once more.

"Take it like that," Chuck moaned. "Let me enjoy my sweet little plaything one last time."

Blair paid no attention, aware of nothing but him pounding into her.

"Fuck me, Chuck!" she cried, pushing herself into his thrusts. Her pussy juices were overflowing, the hot fluid running down Chuck's cock and soaking his balls.

Chuck's lust for Blair was inflamed beyond his wildest imaginings. He continued to slam into her, pumping her needy pussy hard. Then with a growl he grabbed her hair and pulled her head back. As he felt his cock begin to pulse, he abruptly pulled out, turning her over before letting loose all over her naked breasts, thighs and face, streams of the sticky white seed jetting across her body.

Then he sank bank into the chair, exhausted.

Blair stayed sprawled across the desk, coated in Chuck's essence. Her tongue twitched out to lick some of the cum from where it had landed on her chin. Chuck's cock gave a final jerk at the sight.

It had been the most mind-blowing experience of Chuck's life, yet now all he was left with was an icy fist clawing at his insides. Because he'd tried to just fuck Blair Waldorf, to use her savagely like any of the other girls who meant nothing to him, and it hadn't worked. She meant everything to him, and when he was with her, no matter how rough it was, he wasn't just fucking. He was making love.

Oh, fuck. He loved Blair Waldorf.


End file.
